HSTA 8-K
Hestia Insight Inc. (HSTA)
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
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Item 1.01 Entry into a Material Definitive Agreement.
On April 25, 2026, Hestia Insight Inc. (the “Company”) entered into a Strategic Divestiture & Settlement Agreement (the “Agreement”) with Edward C. Lee, the Company’s Chairman and President (the “Executive”).
On June 26, 2026, the parties executed Amendment No. 1 to the Agreement to establish an initial transaction closing timeline in compliance with the notice requirements of Rule 14c-2 under the Securities Exchange Act of 1934, as amended. On July 15, 2026, the parties executed Amendment No. 2 to the Agreement to finalize the operational, legal, and financial closing date of the transaction to the close of business on July 31, 2026, aligning the deconsolidation with a standard month-end accounting period, and adjusting the payment distribution frequency of the underlying net profit participation right to an annual reporting structure.
Pursuant to the terms of the Agreement, as amended, and in connection with the Executive's retirement and corporate succession planning as previously disclosed, the Company agreed to transfer 100% of the equity interests of its wholly-owned subsidiary, Hestia Investments Inc. (the “Subsidiary”)—including all underlying operating assets, bank depository accounts, brokerage/securities accounts, operational contracts, and physical property—to the Executive in full and final satisfaction of historical executive service and compensation claims.
As additional consideration under the Agreement, and for the benefit of the Company's stockholders, the Subsidiary and the Executive granted to the Company’s stockholders of record as of April 30, 2026 (the “Record Date Shareholders”), a right to receive twenty percent (20%) of the net earnings of the Subsidiary, calculated in accordance with U.S. GAAP, payable annually for a duration of twenty-four (24) months following July 31, 2026.
The description of the Agreement and its amendments contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, Amendment No. 1, and Amendment No. 2, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Disposition of Assets.
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding the strategic disposition of Hestia Investments Inc. are incorporated into this Item 2.01 by reference.
On July 31, 2026, all remaining closing conditions of the Agreement were satisfied, and the Company completed the transfer of 100% of the outstanding capital stock, bank accounts, brokerage accounts, and operational holdings of the Subsidiary to the Executive. Following the completion of this disposition, the Subsidiary was completely deconsolidated from the financial books and records of the Company.
The transaction will be accounted for as an executive settlement finalized upon the effective date of the disposition, in perfect alignment with the terms authorized by the Board of Directors and disclosed in the Company's Information Statement on Schedule 14C.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Strategic Divestiture & Settlement Agreement, dated April 25, 2026, by and between Hestia Insight Inc. and Edward C. Lee.* | |
| 10.2 | Amendment No. 1 to the Strategic Divestiture & Settlement Agreement, dated June 26, 2026, by and between Hestia Insight Inc. and Edward C. Lee.* | |
| 10.3 | Amendment No. 2 to the Strategic Divestiture & Settlement Agreement, dated July 15, 2026, by and between Hestia Insight Inc. and Edward C. Lee.* | |
| 10.4 | Stock Power and Assignment Separate from Certificate, dated July 31, 2026 by and between Hestia Insight Inc. and Edward C. Lee.* | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
*Filed herewith.
| 2 |
SIGNATURES
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.
| HESTIA INSIGHT INC. | ||
| Date: August 3, 2026 | By: | /s/ Edward C. Lee |
| Edward C. Lee | ||
| Chairman and President | ||
| 3 |
Exhibit 10.1
STRATEGIC DIVESTITURE & SETTLEMENT A G R EEME NT EFFECTIVE DATE: April 25, 2026 ,, PARTIES: 1. HESTIA INSIGHT INC., a Nevada corporation ("Parent" Oi th:, Comp_an(J· 2. EDWARD LEE, an individual and Chairman/President of the Company ( Executive). RECITALS WHEREAS, Executive has provided six (6) years of dedicated service to Parent as Chairman and President (2020 - 2026) without receiving cash salary, health insurance, or standard executive benefits; WHEREAS, Parent recognizes an outstanding compensation liability and accrued debt of $500,000 (the "Debt") owed to Executive for said services; W HERE AS , Parent owns 100% of the membership interest in Hestia Investments lnc.(the "Subsidiary"); WHEREAS, Parent and Executive desire to settle the Debt through the transfer of the Subsidiary to Executive, thereby streamlining Parent's balance sheet and reducing its consolidated operational burn rate in preparation for upcoming merger activities . SECTION 1: THEEXCHANGE & VALUATION 1. Transfer oflnterest: Parent herebyassigns, transfers, and conveys 100% of its equity and membership interest in the Subsid i ary to Executive. 2. Satisfaction of Debt: In full consideration for the transfer o f the Subsidiary, Executive hereby cancels, waives, and releases Parent from the $500,000 Debt 3. Mutual Aclmowledgment of Value: Both parties agree that the fair market value of the Subsidiary is approximately $500,000. This valuation ls based on an assessment of the Subsidiary's assets and the immediate relief of Parent's obligation to fund the Subsidiary's ongoing operational deficits. SECTION 2 : SHAREHOLDER EARNINGS PARTICIPATION 1. Participation Right: As additiona l consideration for the benefit of Parent's minority stockholders, the Subsidiary shaU pay to Parent an amount equal to 20% ofits a nn u a l Net Earnings. 2. Duration: This participation obllgation shaU remain in effect for a period of two (2) years following the Closing Date. 3. Record Date: All payments received by Parent under this Section s h all be distributed pro - r ata to Parent's stockholders of record as of April 30, 2026. SECTION 3 : TAX TREATMENT & DEFERRED REALIZATION 1. Tax - Neutral Intent : The parties intend for this transaction to be treated as a "value - for - valueN exchange of a debt instrument for property of equal value . � - 2 Non - Recognition ofJmmediate Gain : The parties acknowledge that Executive's gain if any, shall be realized only upon a future "Liquidity Event" or the sale of the Subsidiary's' assets to a third party, and not upon the initial execution of this transfer .
2
Exhibit 10.2
AMENDMENT NO. 1 TO STRATEGIC DIVESTITURE & SETTLEMENT AGREEMENT Amendment No. 1 (the "An1endment") is executed as of June 26, 2026 (the "Amendment Date"), by and be tw een: 1. Hes tia Insight Inc ., a Nevada corporation, with its principal executive offices located at 732 S. 6 S t reet, Suite 4762 Las Vegas NV, 89101 (hereinafter referred to as " HSTA " or the "Company"); and 2. Edward C. Lee , an individual and t he Chairman and President of the Company (hereinafter referred to as the " Executive "). WHEREAS , the Company a n d the Executive entered into that ce r tain Separation and Compensation Settlement A greemen t dated Apr il 25, 2026 (the "Co r e Agreement"); and WHEREAS , Broadridge Financial Solutions completed the physical distribution of the Schedule 14C Information Statement to beneficial, street - name shareholders on June 24, 2026 ;and WHEREAS , the parties desire to amend the Core Agreeme nt to lock In the precise legal and operational closing date in strict compliance with the mandatory 20 - day not ice requ i re ment under SEC Rule 1 4c - 2. NOW, THEREFORE , in consideration for the mutual covenants contained herein, the parties agree as follows: SECTION 1. AMENDMENT TO EFFECTIVE DATE 1. Amendment to Section 2 . 1. Section 2.1 of the Core Agreement is hereby amended and restated in its entirety to state the following: " The parties explicitly acknowledge and agree that while thi s Agreement was executed on June 26, 2026 the actual transfer of ownership of Hestia Investments Inc. and t he simultaneous satisfaction and waiver of all outstand ing executive compensation and historical service claims shall become legally and operationally effective on July 15, 2026 (the 'Effect iv e Date')." SECTION 2. RATIFICATION AND MISCELLANEOUS 1. Rat ifica tion . Except as expressly amended by this Amendme n t No . 1 , all other term s , covenants, and conditions of the Core Agre e ment r emai n completely unchanged, ratifi ed, and in full force and effect . 2. Specific Terms Preserved . For the avoidance of doubt, the April30,2026 Record Date and t he twenty per ce nt (24 - month, 20%) Profit Participation Right granted to the
Shareholders o f Record under Section 3 or the Core Agreement remain completely fixed, unaffected, and fully enforceable. 2 .3 Governing Law . This Amendment shall be governed by. and cons trued in accordance with, the laws of the State of N eva da , without regard to its conflict of laws pnnc1ples . IN WITNESS WHEREOF, the part ies ha ve executed this AmendmentNo . 1 to Strategic Divestiture & Settlement Agreement as of the date first written above. COMPANY : - Tille: Representative of the Independent Boa rd of Directors EXECUTIVE : � - 4 By : -- -- " � = - - -- / - , - ' � Edward C. Lee Chairman and President, Hestia Insight Inc .
Exhibit 10.3
AMENDMENT NO. 2 TO STRATEGIC DIVESTITURE & SETTLEMENT AGREEMENT This Amendment No. 2 (the "Second Amendment") is executed as of July 15, 2026 (the "Amendment Date"), by and between: 1. Hestia Insight Inc. , a Nevada corporation, with its principal executive offices located at 732 South 6th Street, Suite 4762 , Las Vegas, NV 89101 (hereinafter referred to as "HSTA" or the "Company"); and 2. Edward C. Lee , an individual and the Chairman and President of the Company (hereinafter referred to as the "Executive"). WHEREAS, the Company and the Executive entered Into that certain Strategic Divestiture & Settlement Agreement dated April 25 , 2026 (the "Co r e Agreement") ; and WHEREAS , the parties subsequently executed Amendment No. 1 to the Core Agreement on June 26, 2026, which established an anticipated legal and operational effective closing date of July 15, 2026; and WHEREAS , the parties desire to further amend the Co r e Agreement and supersede Amendment No . 1 solely regarding the final transaction date, estab l ishing a clean month - end operational closing. NOW, TH EREFORE , in consideration fo r the mutual covenan t s contained herein, the parties agree as follows : SECTION 1. A M E N DMENT TO EFFECTIVE DATE 1 . 1 Amendmen t t o Effe ctiv e Closing Date . Sec ti o n 2 . 1 o f th e C o r e Ag reement (as previously modified by Amendment N o. 1) is here b y a m e n ded, res tat ed, and superseded in its enti r ety to state the fo ll owin g : "The parties explicitly acknowledge and ag r ee t h a t while th i s Agr eement was executed on April 25, 2026, the actual transfe r of ownership o f H estia Investments Inc. and the simultaneous satisfaction and waiver of a ll outstanding executive compensation and historical service claims shall become lega ll y, o p erationa ll y, and financially effective as of the close of business on July 31 , 2026 ( th e ' E ff ective Date')." SECTION 2. RATIFICAT I O N AND MI S CELLANEOUS 1. RatlflcaUon of Prior Terms. Except as exp r essly amended by this Second Amendment , all other terms, covenants, and conditions of the Core Agreemen t and Amendment No . 1 remain completely unchanged, ratified, and in full roroe and e ff ect. 2. Pr es erv a t io n o f S h a r e h o ld e r Ri ght s. For the avoidance of doubt, th e Aprll 30 , 2026 Record D a t e and the t we nty p e r ce nt ( 2 4 - month , 2 0 % ) Annual Profit p£/
Part i c i pa ti on R i ght granted to the Shareholders of Record under Section 3 of the Core Agreement r emain completely fixed 2 . 3 Governing Law . This Second Ame n dment s h all bo gove r ned by, and construed in acco rdance w i t h , t h e la ws o f th e State of Nevada , withou t regard to its conmct o f laws prin ci p l e s IN WITNESS WHEREOF, the parties have executed this Amendment No . 2 to the Strategic Divestiture & Settlement Agreement as of the date first written above . COMPANY : By : ���� =====::: := .. Name : E ug ene Ch a Title : Representative of the Independent Board of Directors EXECUTIVE: By : Edward C . Lee Ch a i nnan and Pre s ident. Hestia I ns i ght Inc . •
Exhibit 10.4
,,... - - ' - !_,. ,._. ƒ "_ - '"' \ . - .... - -- .,,. !) ;t p l$1 Ji i .;:z it 44 STOCK POWER ANO ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, HESTIA INSIGHT INC . , a Nevada cor11ora1ion ( th e "AssignorH), hereb - ; sells, assigns, and 1rnnstors u n1 0 : • Transferoe / A ss i g n ee : EDWARD C. LEE • Taxpayer ldentlfico \ lon ISSN: , ' < One Hundred Por ce n \ (100%) of the o ut s t an d i ng capital stock of HESTIA INVESTMENTS INC., a Wyoming corpora \ 1on ( th e HCompany all oulstanding s h a res of Common Stock . s t a nd ingm the narne o f t h e Assignor on the ln1ernal c orpo r ale books and l e dger of said Company. EXPRESS ASSIGNMENT OF ACCOUNTS AND ASSETS This Stock Power explicitly transfers 1 otal equity ownership, corporate contrOl, and s i g n in g a u th or i ty over a \ \ underlymg holdings o l H e s tia Investments Inc . 10 the T ra ns feree as of the Ettective Date . Including without lim 1 ta 1 ion : 1. Bank Depos i tory A cc ou n ts : All checking, savings . payroll, demand de p osl f , and money market accounts regis t ere d under t he name or EIN of Hestia l � tmenrs I nc . at any ll na nc l a l lnslilution . 2. Broker - ace & Custody Accounts : All securities. equities. trading, clearing. a nd investment accounts m ain t u i n o d In the nome of H es tia ln vo s 1 me n ts Inc. 3. Contract. a & A sH t s : All operaltonalc on1rnc t s ,1 n 1en e c1u at property. physical assets, and r ece iv a b le s belonging to Heslin ln ve s t m en1s I nc . The As si gn o r doea hereby Ir r evocab l y c ons t itu t e end appoint 1he C o r po r at e Secretary of Hestia Investments Inc. as Attorn ey - , n - Fac t torecord nnd register this transfer directly on the i nt erna l stoek t r a n s f er books and s h a reledger ol t h e C o mpany . DATED : July 31 , 2 � 26 ASSIGNOR : t - tiST A I IGHT IN C . c.: T i tl e : Rcprosentatlvo o t the Independent Boord or D i r ec t or s . . .. .. . � . - _ : . - .,._ .. · - .. .. -- -
ACKNOWLEDGMENT & ACCEPTANCE BY TRANSFEREE The undersigned hereby accepts t he t r ansfer of the a f orementio n ed shares and underlying corporate assets of H estia Investm e nts Inc. in accordance with t he terms of the Strategic D ivesti t ure & Settle me t Ag r eement dated April 25, 2026, as amended. B y: - -- --- = � ,:::: EDWARD C. LEE Transfe r e e