Vestand Inc.

10/31/2025 | Press release | Distributed by Public on 10/31/2025 14:51

Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements.

On October 29, 2025, the board of directors (the "Board") of Vestand Inc. (the "Company"), based on the Company's Audit Committee Report and on an Independent Accountant's Report on Applying Agreed-Upon Procedures (the "Independent Accountant Report") from Oh & Chung LLP ("Oh & Chung"), an independent registered public accounting firm, determined that the Company's previously filed financial statements (the "Previously Issued Financial Statements") contained in the Company's annual and quarterly reports filed with the SEC (the "Reports") should not be relied upon. The Previously Issued Financial Statements that should not be relied upon are as follows:

● Unaudited Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2022, and 2021.
● Audited Consolidated Financial Statement for the Years Ended December 31, 2022, and 2021.
● Unaudited Consolidated Financial Statements for the Three Months Ended March 31, 2023, and 2022.
● Unaudited Consolidated Financial Statements for the Three and Six Months Ended June 30, 2023, and 2022.
● Unaudited Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2023, and 2022.
● Audited Consolidated Financial Statement for the Years Ended December 31, 2023, and 2022.
● Unaudited Consolidated Financial Statements for the Three Months Ended March 31, 2024, and 2023.
● Unaudited Consolidated Financial Statements for the Three and Six Months Ended June 30, 2024, and 2023.
● Unaudited Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2024, and 2023.
● Audited Consolidated Financial Statement for the Years Ended December 31, 2024, and 2023.
● Unaudited Consolidated Financial Statements for the Three Months Ended March 31, 2025, and 2024.
● Unaudited Consolidated Financial Statements for the Three and Six Months Ended June 30, 2025, and 2024.

The Company is preparing restatements of the Previously Issued Financial Statements to be included in amended Reports to be filed with the SEC.

To assist with the Board's investigation into possible inaccurate disclosures, inconsistent record-keeping, and other actions (the "Investigation") of the Company's past executive management, the Board engaged Oh & Chung to conduct a review of certain financial disbursements, intercompany balances, and related journal entries. On October 21, 2025, Oh & Chung issued the Independent Accountant's Report which identified inconsistencies, missing information and documentation, and other inaccuracies in the Company's Previously Issued Financial Statements (the "Inaccuracies"). The Audit Committee reviewed the Independent Accountant's Report and identified the following five key areas for a fact-finding review:

1. Loans to and from intercompany entities;
2. Bonus payments related to the Company's Initial Public Offering;
3. Fictitious or improperly recorded liabilities of approximately $700,000;
4. A Warrant issuance to Harang Co.; and
5. Securities issued without authorization from the Company's Board of Directors.

At this time, the Company has not fully completed its review and the expected financial impact of the restatements described above is preliminary and subject to change. The Company cannot predict the timing of the Company's filing of restated financial statements for the affected annual and quarterly periods referenced above. The Company is assessing possible legal action related to these matters. The Company will also pursue the clawback of all erroneously awarded Incentive-based Compensation from Executive Officers in compliance with its Clawback Policy.

Vestand Inc. published this content on October 31, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 20:51 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]