Failure to Satisfy Listing Rule (Form 8-K)

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.