Nasdaq flags Vestand (VSTD) for missing 10-K and prior late 10-Q
Rhea-AI Filing Summary
Vestand Inc. received a Nasdaq staff deficiency notice on April 23, 2026 because it has not filed its Form 10-K for the year ended December 31, 2025, violating Nasdaq Listing Rule 5250(c)(1) on timely periodic reports. This follows an earlier notice for failing to file its Form 10-Q for the quarter ended September 30, 2025, so the late Form 10-K counts as an additional delinquency.
The company plans to submit an updated compliance plan to Nasdaq that, if accepted, could allow it to regain compliance by May 18, 2026, but Nasdaq is not obligated to grant any extension. Vestand attributes the delayed filings to an ongoing financial restatement and is working to complete the delinquent reports, while warning there is no assurance it will meet Nasdaq’s continued listing standards.
Positive
- None.
Negative
- None.
Insights
Nasdaq noncompliance and ongoing restatement introduce material listing risk.
Vestand Inc. has fallen out of compliance with Nasdaq Listing Rule 5250(c)(1) after missing its Form 10-K for the year ended December 31, 2025, on top of an earlier miss for the September 30, 2025 Form 10-Q. This pattern of late filings tied to a financial restatement is a clear governance and reporting red flag.
Nasdaq may allow Vestand until May 18, 2026 to regain compliance, but it can also reject the company’s updated plan. The disclosure that there is no assurance of timely filing or of any granted extension highlights real risk that the shares could eventually face delisting if the restatement and delinquent reports are not resolved.
For now, Nasdaq’s notice has no immediate effect on trading of the Class A Common Stock, but the company’s own language underscores uncertainty. Future SEC reports, including the delayed Form 10-K and Form 10-Q, will be central to understanding the final impact of the restatement and Vestand’s ability to satisfy continued listing requirements.
8-K Event Classification
Key Figures
Key Terms
Nasdaq Listing Rule 5250(c)(1) regulatory
Periodic Filing Requirement regulatory
Regulation FD Disclosure regulatory
financial restatement financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
(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 | ||
(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 a Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 23, 2026, Vestand Inc. (the “Company”) received a staff deficiency notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) indicating that, because Nasdaq has not yet received the Company’s Form 10-K for the period ended December 31, 2025, the Company no longer complies with the Nasdaq Listing Rules for continued listing under Rule 5250(c)(1) (the “Periodic Filing Requirement”).
Nasdaq’s notice has no immediate effect on the listing of the Company’s Class A Common Stock on the Nasdaq Capital Market.
As reported in a press release dated December 2, 2025, the Company previously received a deficiency notice from Nasdaq for failing to file its Form 10-Q for the quarter ended September 30, 2025. The Company’s failure to file its Form 10-K for the period ended December 31, 2025, is considered an additional delinquency. As a result of this additional delinquency, the Company expects to submit to Nasdaq an updated plan to regain compliance with the Periodic Filing Requirement which would allow the Company to regain compliance by May 18, 2026. Nasdaq in its discretion may (i) grant the Company until such date to regain compliance, (ii) approve an earlier date or (iii) not agree to the Company’s compliance plan.
The Company was unable to file its Form 10-Q for the quarter ended September 30, 2025, and its Form 10-K for the year ended December 31, 2025 (the “Delinquent Reports”) within the prescribed time periods due to the Company’s ongoing financial restatement, as disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2025. The Company is working diligently to complete the filing of the Delinquent Reports, the filing of which is expected to address the delinquency filing concern by Nasdaq; however, no assurance can be given that the Company will be able to regain compliance with the Periodic Filing Requirement.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, which is incorporated into this Item 7.01, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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 “plan,” “expect,” 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 expected filing of the Delinquent Reports, and the ability to regain compliance under the Nasdaq Listing Rules. 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. For example, there can be no assurance that the Company will regain compliance with the Periodic Filing Requirement during any compliance period or in the future, or otherwise meet Nasdaq compliance standards. 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 | |
| 99.1 | Press Release dated April 29, 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: April 29, 2026
| VESTAND INC. | ||
| By: | /s/ Jiwon Kim | |
| Name: | Jiwon Kim | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Vestand Receives Nasdaq Notification Regarding Late 10-K Filing and Continued Listing Requirements
BREA, California – April 29, 2026 – Vestand Incorporated (NASDAQ: VSTD) (“Vestand” or the “Company”) received a notice (the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) on April 23, 2026 notifying the Company that as it has not yet filed its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Form 10-K”), the Company no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq (the “Periodic Filing Requirement”).
The Notice from Nasdaq has no immediate effect on the listing of the Company’s Class A Common Stock.
As reported on December 2, 2025, the Company previously received a deficiency notice from Nasdaq for failing to file its Form 10-Q for the quarter ended September 30, 2025. The Company’s failure to file the Form 10-K is considered an additional delinquency. As a result of this additional delinquency, the Company expects to submit to Nasdaq an updated plan to regain compliance with the Periodic Filing Requirement which would allow the Company to regain compliance by May 18, 2026.
However, there can be no assurance that the Form 10-K will be filed within any required timeframe, a plan of compliance will be submitted within such period, Nasdaq will grant the Company an extension, or the Company will be able to meet the continued listing requirements during any compliance period that may be granted by Nasdaq.
About Vestand Inc.
Vestand (NASDAQ: VSTD) is a U.S. Nasdaq-listed company positioning itself as a global investment platform integrating traditional real-world assets (RWA) with next-generation crypto treasury strategies. Through its U.S. and Korean subsidiaries, the Company intends to connect the global capital markets and pursue a growth model that combines real estate, security technology, and blockchain innovation. For more information, please visit https://vestand.com/.
Forward-Looking Statements
This press release contains certain 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 “plan,” “expect,” 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 expected filing of the Form 10-K, and the ability to regain compliance under the Nasdaq Listing Rules. 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 the Company’s 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 from time to time, which can be found on the SEC’s website at www.sec.gov. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Relations Contact:
Larry W Holub
Director
MZ North America
VSTD@mzgroup.us
312-261-6412