Vestand Inc 8-K, filed Aug 13, 2026
Vestand Inc. (VSTD)
About this 8-K
Vestand Inc filed this 8-K on August 13, 2026, reporting on events of July 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Vestand Inc. (the “Company”) owned 200 shares of common stock of Vestand Korea Co., Ltd. (“Vestand Korea”). On July 30, 2026, the Company entered into a Stock Transfer Agreement to sell the Company’s 200 shares of common stock of Vestand Korea to Mr. Sang-Woo Noh for KRW 5,000 per share for a total of KRW 1,000,000. The Company has the right to repurchase all 200 shares of Vestand Korea from Mr. Noh for a total purchase price of KRW 1,100,000 until July 28, 2027.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Stock Transfer Agreement dated July 30, 2026, between Vestand Inc. and Sang-Woo Noh | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Date: August 13, 2026
| VESTAND INC. | ||
| By: | /s/ Jiwon Kim | |
| Name: | Jiwon Kim | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (hereinafter the “Agreement”) is entered into as of July 30, 2026 (hereinafter the “Execution Date”) by and between the following parties:
1. Vestand Inc. (Address: 104 Apple Blossom Circle, Brea, CA 92821) (hereinafter the “Transferor”)
2. Noh Sang-woo (Address: 201-401 Healing M Town, 652-48 Sinhyeon-dong, Gwangju-si, Gyeonggi-do, Republic of Korea) (hereinafter the “Transferee”)
Where either the Transferor or the Transferee is referred to individually, such party is referred to as a “Party,” and collectively as the “Parties.”
PREAMBLE
Of the 200 shares of Vestand Korea Co., Ltd. held by the Transferor, the Transferor wishes to transfer to the Transferee 200 common shares of Vestand Korea Co., Ltd. (hereinafter the “Subject Shares”), and the Transferee wishes to acquire the Subject Shares from the Transferor. Accordingly, the Transferor and the Transferee hereby agree as follows with respect to the transfer of the Subject Shares.
Article 1 Purchase Price
The per-share purchase price of the Subject Shares to be paid by the Transferee to the Transferor under this Agreement shall be based on the par value of KRW 5,000 per share, and the total purchase price (hereinafter the “Purchase Price”) shall be KRW 1,000,000 (one million Korean won).
Vestand Korea Co., Ltd.: Corporate Registration No. 110111-0936767
Address: 205, Daewoo Myeongmun Gaia Building, 56 Seolleung-ro 90-gil, Gangnam-gu, Seoul, Republic of Korea
Total Shares Issued: 200 shares Par Value: KRW 5,000
Article 2 Transfer of the Subject Shares
1. The Transferee shall acquire the shares as set forth in the table below, with the Execution Date of this Agreement (July 30, 2026) as the transfer date, and shall pay the Purchase Price by wire transfer to the Transferor’s account below.
| Transferee | No. of Shares Transferred |
Transfer Amount |
Transferor’s Account | |||
Noh Sang-woo |
200 shares | ₩1,000,000 | Vestand, Inc. | |||
| (노상우) | Address: 104 Apple Blossom Cir. | |||||
| Brea, CA 92821 | ||||||
| Bank of America | ||||||
| Bank address: 222 Broadway | ||||||
| New York, NY 10038 | ||||||
| SWIFT code: BOFAUS3N | ||||||
| Routing# 121000358 | ||||||
| Acc# 325207545276 |
2. The Transferor shall complete the change of shareholder registration immediately upon receipt of the Purchase Price from the Transferee.
3. All rights held by the Transferor with respect to the Subject Shares shall be transferred to the Transferee pursuant to this Agreement.
Article 3 Put and Call Option Matters (Following Execution of the Above Stock Transfer)
1. “Party B” may request “Party A,” in writing or otherwise, one week prior to the date of exercise, to sell to “Party B” all or part of “Party A’s” holdings in Vestand Korea Co., Ltd. Upon such request, “Party A” shall sell its holdings in Vestand Korea Co., Ltd. to “Party B.”
“Party A” may request “Party B,” in writing or otherwise, one week prior to the date of exercise, to purchase from “Party A” all or part of “Party A’s” holdings in Vestand Korea Co., Ltd. Upon such request, “Party B” shall purchase “Party A’s” holdings in Vestand Korea Co., Ltd.
2. Subject Shares
① Vestand Korea Co., Ltd.: Corporate Registration No. 110111-0936767
② Shares Subject to Request: 200 shares
③ Purchase Price Upon Request: KRW 1,000,000, plus an option premium equal to 10% of such amount, for a total purchase price of KRW 1,100,000.
3. Exercise Period of the Put/Call Option
“Party B” shall hold the put/call option right with respect to the 200 shares held by “Party A” during the period from July 28, 2026 through July 28, 2027.
Article 4 Representations and Warranties
The Transferor represents and warrants to the Transferee that, as of the Execution Date of this Agreement, the following is true and accurate:
a. The Transferor holds complete and unencumbered ownership of the Subject Shares, free of any legal restriction, including the creation of any security interest.
b. The Transferor has proper authority to transfer the Subject Shares in accordance with the articles of incorporation of the subject company and other applicable laws and regulations, and has lawfully completed all procedures required for the transfer of the Subject Shares.
Article 5 Effectiveness of this Agreement
This Agreement shall become effective immediately upon execution, and shall terminate upon completion of the transfer procedures for the Subject Shares under Article 2.
Article 6 Governing Law and Jurisdiction
1. This Agreement shall be interpreted and governed in accordance with the laws of the Republic of Korea.
2. Any and all disputes arising in connection with this Agreement shall be resolved by litigation, with the Seoul Central District Court serving as the court of exclusive jurisdiction for the first instance.
July 30, 2026
“Transferor”
Vestand Inc. /s/ Jiwon Kim
Address: 104 Apple Blossom Circle, Brea, CA 92821
Registration No.: 87-3941448
“Transferee”
Noh Sang-woo /s/ Sang-woo Noh
Address: 201-401 Healing M Town, 652-48 Sinhyeon-dong, Gwangju-si, Gyeonggi-do
Resident Registration No.: 731105-1047919