Vestand Inc. — fact timeline

Vestand Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“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”

Vestand Inc. entered into Loan Agreement with Good Mood Studio Inc. valued at $200,000 (effective 2026-03-17).

“On March 17, 2026, Vestand Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Good Mood Studio Inc., a California corporation (the “Lender”) pursuant to which the Lender agreed to lend the Company the principal amount of $200,000 (the “Loan”).”

Vestand Inc. incurred loan of $200,000 with Good Mood Studio Inc. at 16% per annum maturing September 16, 2026.

“(the “Loan Agreement”) with Good Mood Studio Inc., a California corporation (the “Lender”) pursuant to which the Lender agreed to lend the Company the principal amount of $200,000 (the “Loan”). The Loan bears interest at a rate of 16% per annum, calculated on a simple interest basis and on the basis of the actual number of days elapsed over a 365-day year.”

Vestand Inc. issued 1,347,708 shares of common stock to Min Gan Zhe Investment Limited for $0.371 per share.

““SPA”), wherein the Investor agreed to provide the Equity Financing in exchange for 1,347,708 shares of the Company’s Class A Common Stock (the “Shares”) at a purchase price of $0.371 per share, representing an approximate 30% discount to the average closing price of the Company’s Class A Common Stock over the five consecutive trading days from May 13, 2026”

Vestand Inc. entered into Loan Agreement with Min Gan Zhe Investment Limited and Vestand Korea Co., Ltd. valued at $500,000 (effective 2026-05-21).

“the Investor agreed to provide the Loan to the Company pursuant to a Loan Agreement dated May 21, 2026, among the Company, the Investor, and Vestand Korea Co., Ltd.”

Vestand Inc. entered into Securities Purchase Agreement with Min Gan Zhe Investment Limited valued at $500,000 (effective 2026-05-21).

“the Company and the Investor entered into a Securities Purchase Agreement on May 21, 2026 (the “SPA”), wherein the Investor agreed to provide the Equity Financing in exchange for 1,347,708 shares of the Company’s Class A Common Stock (the “Shares”) at a purchase price of $0.371 per share”

Vestand Inc. incurred loan of $500,000 with Min Gan Zhe Investment Limited at 8% per annum maturing November 10, 2026.

“Hong Kong corporation (the “Investor”) pursuant to which the Investor agreed to provide an aggregate financing in the amount of $1,000,000 (the “Financing”), consisting of (i) a $500,000 equity investment in the Company’s Class A Common Stock (the “Equity Financing”) pursuant to a Securities Purchase Agreement, and (ii) a $500,000 loan (the “Loan”) pursuant to a”

Vestand Inc. received a nasdaq delisting notice notice regarding late filing (rules 5250(c)(1)).

“May 19, 2026, the Company received a Staff Delisting Determination letter (the “Staff Determination”) from Nasdaq notifying it that Nasdaq has initiated a process which could result in the delisting of the Company’s secu”

Vestand Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“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”

Vestand Inc. terminated Confirmation with Open Innovation Fund valued at $1,500,000 (effective 2025-12-12).

“and on December 12, 2025, the Investor and the Company executed a Partial Termination Confirmation (the “Confirmation”) regarding the remaining $1,500,000 under the Agreement (the “Unfunded Capital”).”

Vestand Inc. amended Change of Use Amendment with Open Innovation Fund (effective 2025-09-10).

“On September 10, 2025, the Company and the Investor signed an amendment to the Agreement (the “Change of Use Amendment”) revising the use of proceeds and providing that proceeds may now be used for (i) general operating expenses, (ii) financial restructuring and risk management, (iii) selective growth investments, (iv) funds for acquisition of new businesses, and (v) internal control enforcement and system improvements.”

Vestand Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2)).

“December 12, 2025, Vestand Inc. (the “Company”) received a written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Capital Market under the symbol “VSTD.” The Company is currently m”

Vestand Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“November 25, 2025, Vestand Inc. (the “Company”) received a notice (the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that as it has not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Form 10-Q”), the Company no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq. The Company has 60 calendar days to submit to Nasdaq a plan to regain compliance, and if such plan is accepted, Nasdaq may grant the Company an extension of up to 180 calendar days from the prescribed due date for filing the Form 10-Q”

Vestand Inc. engaged M.N. Vijay Kumar, Chartered Accountant as its auditor.

“On November 3, 2025, the board of directors (the “Board”) of Vestand Inc. (the “Company”), based on the Company’s Audit Committee recommendation, dismissed BCRG Group (“BCRG”) as its independent registered public accountancy firm, and engaged M.N. Vijay Kumar, Chartered Accountant, as the Company’s new independent registered public accounting firm.”

Vestand Inc. dismissed BCRG Group as its auditor.

“On November 3, 2025, the board of directors (the “Board”) of Vestand Inc. (the “Company”), based on the Company’s Audit Committee recommendation, dismissed BCRG Group (“BCRG”) as its independent registered public accountancy firm, and engaged M.N. Vijay Kumar, Chartered Accountant, as the Company’s new independent registered public accounting firm.”

Vestand Inc. reported that prior financial statements should not be relied upon.

“ompany 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.”

Vestand Inc.: Changed corporate name from Yoshiharu Global Co. to Vestand Inc. via Certificate of Amendment to Amended and Restated Articles of Incorporation (effective 2025-08-28).

“Yoshiharu Global Co. (the “Company”) has changed its corporate name to Vestand Inc. effective August 28, 2025. The change will take place with Nasdaq on September 3, 2025. The Company changed its corporate name by filing a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Delaware Secretary of State on August 27, 2025.”

Vestand Inc. incurred convertible notes of $4,400,000 with Open Innovation Fund at seven (7) percent maturing three (3) years after the issuance date.

“On July 29, 2025, Yoshiharu Global Co. (the “Company”) entered into a Convertible Note Subscription Agreement (the “Agreement”) with Open Innovation Fund (the “Investor”), pursuant to which the Investor agreed to invest $4,400,000 in exchange for a convertible note from the Company (the “Note”).”

Jae-Eun Song was appointed as director at Vestand Inc..

“On June 15, 2025, the Board nominated Jae-Eun Song to serve as a director of the Company.”

Young-Soo Choi was appointed as Independent Director at Vestand Inc..

“appointed Young-Soo Choi as an independent director.”

John Oh was appointed as Chief Financial Officer at Vestand Inc..

“appointed John Oh to serve as the Chief Financial Officer of the Company”

Ryan Cho was removed as Chief Financial Officer at Vestand Inc..

“removed Ryan Cho as the Chief Financial Officer.”

Ji-Won Kim was appointed as Chief Executive Officer at Vestand Inc..

“appointed Ji-Won Kim to serve as the sole Chief Executive Officer of the Company”

James Chae was removed as Co-Chief Executive Officer at Vestand Inc..

“removed James Chae as the Co-Chief Executive Officer.”

Vestand Inc.: Filed Certificate of Amendment to Charter to amend automatic conversion provisions of Class B Common Stock, remove Section VII regarding stockholder meetings, and increase authorized shares from 50,000,000 to 100,000,000 (effective 2025-06-06).

“On June 6, 2025, Yoshiharu Global Co. (the “ Company ”), filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended (the “ Charter ”), with the Secretary of State of the State of Delaware (the “ COI Amendment ”).”

Seongjin Kim was appointed as Director at Vestand Inc..

“the Board nominated Seongjin Kim to serve as a director of the Company”

Sungjoon Chae resigned as Director at Vestand Inc..

“On May 22, 2025, Sungjoon Chae, a member of the Board of Directors (the “Board”) of Yoshiharu Global Co. (the “Company”), notified the Company of his intention to resign from the Board and all committees of the Board, effective immediately.”

Sungjoon Chae was elected as Director at Vestand Inc..

“the stockholders approved the election to the board of directors of Abe Lim, Jae-Hyo Seo and Sungjoon Chae.”

Jae-Hyo Seo was elected as Director at Vestand Inc..

“the stockholders approved the election to the board of directors of Abe Lim, Jae-Hyo Seo and Sungjoon Chae.”

Abe Lim was elected as Director at Vestand Inc..

“the stockholders approved the election to the board of directors of Abe Lim, Jae-Hyo Seo and Sungjoon Chae.”

Vestand Inc.: Increased authorized shares of capital stock from 50,000,000 to 100,000,000.

“the stockholders approved a proposal for an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Company’s capital stock from 50,000,000 to 100,000,000 ( “ Authorized Share Increase Proposal ”)”

Vestand Inc.: Amended Charter Sections IV(d)(ii) (Class B Common Stock automatic conversion) and VII (stockholder meeting corporate action).

“At the Special Meeting, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “ Charter ”), to amend (i) Section IV (d) (ii) of the Charter relating to the automatic conversion provisions of the Class B shares of Common Stock, par value $0.0001 per share (“Class B Common Stock”), and (ii) Section VII of the Charter relating to corporate action taken at any annual or special meeting of the stockholders (the “ Charter Amendment Proposal ”).”

Sungjoon Chae was elected as Director at Vestand Inc..

“the stockholders approved the election to the board of directors of Abe Lim, Jae-Hyo Seo and Sungjoon Chae.”

Jae-Hyo Seo was elected as Director at Vestand Inc..

“the stockholders approved the election to the board of directors of Abe Lim, Jae-Hyo Seo and Sungjoon Chae.”

Abe Lim was elected as Director at Vestand Inc..

“the stockholders approved the election to the board of directors of Abe Lim, Jae-Hyo Seo and Sungjoon Chae.”

Harinne Kim departed as Director at Vestand Inc..

“On April 10, 2025, Yusil Yeo and Harinne Kim, members of the Board of Directors (the “Board”) of Yoshiharu Global Co. (the “Company”), notified the Company of their intention to resign from the Board and all committees of the Board, effective at the Company’s upcoming Special Meeting of Stockholders (the “Special Meeting”).”

Yusil Yeo departed as Director at Vestand Inc..

“On April 10, 2025, Yusil Yeo and Harinne Kim, members of the Board of Directors (the “Board”) of Yoshiharu Global Co. (the “Company”), notified the Company of their intention to resign from the Board and all committees of the Board, effective at the Company’s upcoming Special Meeting of Stockholders (the “Special Meeting”).”

Vestand Inc. received a nasdaq compliance regained notice regarding stockholders equity (rules 5550(b)(1)).

“March 27, 2025, Nasdaq notified the Company that it had regained compliance with Rule 5550(b)(1). As a result, the hearing scheduled for April 1, 2025 has been cancelled and the Company’s securities will continue to be listed and traded on The Nasdaq Stock Market. Forward-Looking Statements This current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “poten”

Vestand Inc. received a nasdaq compliance regained notice regarding stockholders equity (rules 5550(b)(1)).

“ions Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has scheduled the Company’s securities for delisting from The Nasdaq Capital Market. This Letter was sent pursuant to an earlier notification letter warning the Company that it was out of compliance with Listing Rule 5550(b)(1), which requires that the Company maintain stockholders’ equity of at least $2,500,000 for continued listing, or to meet the alternatives of market value of listed securities or net income from continuing operations. The Company was provided an opportunity to provide Nasdaq with a specific”

Vestand Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“February 18, 2025, the Company received a notification letter (the “Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has scheduled the Company’s securities for delisting from The Nasdaq Capital Market. This Letter was sent pursuant to an earlier notification letter warning the Company that it was out of compliance with Listing Rule 5550(b)(1), which requires that the Company maintain stockholders’ equity of at least $2,500,000 for continued listing, or to meet the alternatives of market value of listed securities or n”

Jay Kim departed as Director at Vestand Inc..

“the departure of Mr. Jay Kim”

Sungjoon Chae was appointed as Director at Vestand Inc..

“appointed Mr. Sungjoon Chae to fill the vacancy on the Board”

Jay Kim resigned as independent director at Vestand Inc..

“On February 13, 2025, independent director Jay Kim provided the Board of Directors (the “Board”) of Yoshiharu Global Co., a Delaware corporation (the “Company”), with his formal resignation from the Board and all committees thereof, effective immediately.”

Vestand Inc. completed an acquisition involving Jiyuck Hwang for $3.6 million (closed 2024-06-12).

“On June 12, 2024, the Company closed the Acquisition described in Item 1.01 above for an aggregate $3.6 million.”

Vestand Inc. completed an acquisition involving Mr. Jiyuck Hwang for $1,800,000 in cash, a promissory note in the principal amount of $600,000 and a convertible note having a principal amount of $1,200,000 (closed 2024-06-12).

“or substantially all of the assets of the following three restaurant entities owned by the Seller: Jjanga, HJH and Aku (the “Acquisition”). The Company agreed to pay the Seller $1,800,000 in cash, a promissory note in the principal amount of $600,000 (the “Promissory Note”) and a convertible note having a principal amount of $1,200,000 which shall be convertible”

Vestand Inc. completed an acquisition involving Mr. Jiyuck Hwang for $1,800,000 in cash, a promissory note in the principal amount of $600,000 and a convertible note having a principal amount of $1,200,000 (closed 2024-06-12).

“or substantially all of the assets of the following three restaurant entities owned by the Seller: Jjanga, HJH and Aku (the “Acquisition”). The Company agreed to pay the Seller $1,800,000 in cash, a promissory note in the principal amount of $600,000 (the “Promissory Note”) and a convertible note having a principal amount of $1,200,000 which shall be convertible”

Vestand Inc. completed an acquisition involving Mr. Jiyuck Hwang for $3.6 million (closed 2024-06-12).

“On June 12, 2024, the Company closed the Acquisition described in Item 1.01 above for an aggregate $3.6 million.”

Vestand Inc. engaged BCRG Group as its auditor.

“On May 16, 2024, the Committee approved the engagement of BCRG Group ("BCRG") as the Company's new independent registered public accounting firm.”

Vestand Inc. dismissed BF Borgers CPA PC as its auditor.

“on May 7, 2024, unanimously approved to dismiss, and dismissed Borgers as the Company's independent registered public accounting firm.”

Vestand Inc. dismissed BF Borgers CPA, P.C. as its auditor.

“dismissed BF Borgers CPA, P.C. ("BFB") as the Company’s independent registered public accounting firm”