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 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.