Hestia Insight (HSTA) transfers Hestia Investments to chairman

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hestia Insight Inc. completed a strategic divestiture of its wholly owned subsidiary, Hestia Investments Inc., to Chairman and President Edward C. Lee. Under an April 25, 2026 Strategic Divestiture & Settlement Agreement, as amended, Hestia Insight transferred 100% of the subsidiary’s equity, including all operating assets, bank and brokerage accounts, contracts, and physical property, to Lee in full satisfaction of historical executive service and compensation claims.

As additional consideration, Hestia Investments and Lee granted stockholders of record as of April 30, 2026 the right to receive 20% of the subsidiary’s net earnings, calculated under U.S. GAAP, payable annually for 24 months following July 31, 2026. All closing conditions were met on July 31, 2026, and Hestia Investments was fully deconsolidated from Hestia Insight’s financial books and records. The transaction will be accounted for as an executive settlement consistent with terms authorized by the board and described in the company’s Schedule 14C information statement.

8-K Event Classification

3 items: 1.01, 2.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity transferred: 100% Shareholder net earnings participation: 20% Participation duration: 24 months +3 more

6 metrics

Equity transferred 100% Equity interests of Hestia Investments Inc. transferred to Edward C. Lee

Shareholder net earnings participation 20% Portion of Hestia Investments Inc. net earnings payable to record date stockholders

Participation duration 24 months Period after July 31, 2026 during which net earnings are shared

Record date April 30, 2026 Date determining shareholders entitled to the 20% net earnings right

Agreement date April 25, 2026 Date of Strategic Divestiture & Settlement Agreement between Hestia Insight and Edward C. Lee

Closing and deconsolidation date July 31, 2026 Date all conditions were satisfied and Hestia Investments was deconsolidated

Key Terms

Strategic Divestiture & Settlement Agreement, deconsolidated, Rule 14c-2, Schedule 14C, +2 more

6 terms

Strategic Divestiture & Settlement Agreement regulatory

"entered into a Strategic Divestiture & Settlement Agreement (the “Agreement”)"

deconsolidated financial

"the Subsidiary was completely deconsolidated from the financial books and records"

Rule 14c-2 regulatory

"in compliance with the notice requirements of Rule 14c-2 under the Securities Exchange Act"

Schedule 14C regulatory

"disclosed in the Company's Information Statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

net earnings financial

"a right to receive twenty percent (20%) of the net earnings of the Subsidiary"

Net earnings are the amount a company keeps after subtracting all operating costs, interest, taxes and any one‑time gains or losses from its total revenue. Think of it as the money left in your wallet after paying every bill and unexpected expense; it shows whether the business actually made money. Investors use net earnings to judge real profitability, inform decisions about dividends and reinvestment, and assess a company's likely share value.

U.S. GAAP financial

"net earnings of the Subsidiary, calculated in accordance with U.S. GAAP"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

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Available on EDGAR 08/03/2026 - 03:01 PM Accepted by SEC EDGAR 08/03/2026 - 03:00 PM

FAQ

What major transaction did Hestia Insight Inc. (HSTA) complete on July 31, 2026?

Hestia Insight completed the transfer of 100% of Hestia Investments Inc. to Chairman and President Edward C. Lee. This divestiture included all operating assets, bank and brokerage accounts, contracts, and physical property, and resulted in full deconsolidation of the subsidiary from Hestia Insight’s financial records.

How are Hestia Insight (HSTA) shareholders compensated in connection with the Hestia Investments divestiture?

Shareholders of record as of April 30, 2026 receive a right to 20% of Hestia Investments’ net earnings. This participation applies to GAAP-calculated net earnings, is payable annually, and lasts for 24 months following July 31, 2026, benefiting those specific record date holders.

What was the purpose of the Strategic Divestiture & Settlement Agreement for Hestia Insight (HSTA)?

The agreement resolved historical executive service and compensation claims by transferring 100% of Hestia Investments to Edward C. Lee. It ties the divestiture to the executive’s retirement and corporate succession planning, as previously authorized by the board and outlined in a Schedule 14C information statement.

Which dates are key to understanding Hestia Insight’s (HSTA) divestiture of Hestia Investments?

Key dates include the April 25, 2026 execution of the Strategic Divestiture & Settlement Agreement, amendments on June 26 and July 15, 2026, the April 30, 2026 shareholder record date, and the July 31, 2026 closing and deconsolidation of Hestia Investments from Hestia Insight’s financials.

How will Hestia Insight (HSTA) account for the transfer of Hestia Investments to its chairman?

The company will account for the transfer as an executive settlement finalized on July 31, 2026. This treatment aligns with terms authorized by the board of directors and described in the Schedule 14C, reflecting the settlement of historical executive service and compensation claims.

Over what period do Hestia Insight (HSTA) shareholders receive net earnings from Hestia Investments?

Record date shareholders are entitled to 20% of Hestia Investments’ GAAP net earnings for 24 months after July 31, 2026. Payments are made annually, giving those shareholders a defined, time-limited economic interest in the subsidiary’s performance following the divestiture.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2026

HESTIA INSIGHT INC.

(Exact name of registrant as specified in its charter)

__________________________________

(Former Name of Registrant, if changed since last report.)

Nevada		000-56249		85-0994055
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

732 S. 6^th Street, Suite 4762

Las Vegas, NV 89101

(Address of principal executive offices) (zip code)

(516) 212-0727

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents