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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): May 21, 2026
Vestand
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41494 |
|
87-3941448 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
104
Apple Blossom Cir.
Brea,
CA 92821
(Address
of principal executive offices and zip code)
(562)
727-7045
(Registrant’s
telephone number, including area code)
Yoshiharu
Global Co.
(Former
name or former address, if changed since last report)
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:
| ☐ |
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value |
|
VSTD |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
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
May 21, 2026, Vestand Inc. (the “Company”), entered into a Financing Agreement (the “Financing Agreement”) with
Min Gan Zhe Investment Limited, a 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 Loan Agreement.
The
Financing Agreement also contains customary representations, warranties and agreements.
Pursuant
to the Financing Agreement, 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, 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 through May 19, 2026.
The
SPA contains customary representations, warranties, agreements, and closing conditions.
In
accordance with the Financing Agreement, 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 Korea”), including the accompanying (i)
Secured Promissory Note dated May 21, 2026, among the Company, the Investor, and Vestand Korea (the “Note”), and (ii) Security
Agreement dated May 21, 2026, between the Company and the Investor (the “Security Agreement”) (the Loan Agreement, Note,
and Security Agreement are collectively referred to as the “Loan Documents”).
The
Loan is secured by a loan receivable owing to the Company, including the principal and interest, pursuant to that certain Loan Agreement,
dated October 10, 2025, between the Company and Vestand Korea (the “Collateral”). The Loan is not convertible into any shares
of capital stock or other equity securities of the Company, bears interest at a rate equal to 8% per annum compounded annually on the
basis of a 365-day year, and has a maturity date of November 10, 2026. Upon the occurrence of an Event of Default (as provided in the
Loan Agreement and Note), the Note may be accelerated and all unpaid principal and accrued interest shall become due and payable, and,
at any time thereafter, the Investor may proceed to collect such outstanding principal and accrued interest. Pursuant to the Security
Agreement, the Investor may also, upon the occurrence of an Event of Default, exercise customary secured creditor remedies against the
Collateral, including taking possession of the Collateral, requiring the Company to deliver the Collateral, removing and disposing of
the Collateral, and selling or otherwise transferring the Collateral through public or private sale.
The
Loan Documents also contain customary representations, warranties, and agreements.
The
Company intends to use the proceeds of the Financing for working capital, audit costs, costs for reporting with the U.S. Securities and
Exchange Commission (the “SEC”), Nasdaq Stock Market compliance costs, operating expenses, payment of professional fees,
debt obligations, and other general corporate purposes, as approved by the Company’s management and its Board of Directors.
The
foregoing descriptions of the Financing Agreement, the SPA, and the Loan Documents do not purport to be complete and are qualified in
their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5
hereto and are incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information regarding the Loan Documents contained under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K regarding the SPA and Equity Financing is incorporated by reference
into this Item 3.02.
Based
in part upon the representations of the Investor in the SPA, the offering and sale of the Shares are exempt from registration under Rule
903 of Regulation S promulgated under the Securities Act of 1933 (the “Act”). The sale of the Shares by the Company in the
Equity Financing will not be registered under the Act or any state securities laws and such shares may not be offered or sold in the
United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of such Shares
will not involve a public offering and will be made without general solicitation or general advertising. In the SPA, the Investor represented,
among other things, that it is a “non-U.S. person” as defined under Regulation S, that it is not acquiring the Shares for
the account or benefit of a U.S. Person, and that it is acquiring the Shares for investment purposes only and not with a view to any
immediate resale, distribution, or other disposition of the Shares.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve substantial risks and uncertainties. Any statements in this Current Report on Form 8-K about the Company’s future
expectations, plans and prospects, including but not limited to statements about the Company’s expected uses of proceeds of the
Financing, and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “likely,” “would,” “could,”
“should,” “continue,” and similar expressions constitute forward-looking statements. Actual results may differ
materially from those indicated by such forward-looking statements as a result of various important factors, any of which could cause
the Company’s actual results to differ from those contained in the forward-looking statements discussed in the “Risk Factors”
section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent reports filed with
the SEC. These forward-looking statements represent the Company’s views as of the date of this Current Report on Form 8-K and should
not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company does not assume
any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of that jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Act or an exemption from such requirements.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Financing Agreement dated May 21, 2026, between Vestand Inc. and Min Gan Zhe Investment Limited |
| 10.2 |
|
Securities Purchase Agreement dated May 21, 2026, between Vestand Inc. and Min Gan Zhe Investment Limited |
| 10.3 |
|
Loan Agreement dated May 21, 2026, among Vestand Inc., Min Gan Zhe Investment Limited, and Vestand Korea Co., Ltd |
| 10.4 |
|
Secured Promissory Note dated May 21, 2026, among Vestand Inc., Min Gan Zhe Investment Limited, and Vestand Korea Co., Ltd |
| 10.5 |
|
Security Agreement dated May 21, 2026, between Vestand Inc. and Min Gan Zhe Investment Limited |
| 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:
May 28, 2026
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name:
|
Jiwon
Kim |
|
| Title: |
Chief
Executive Officer |
|
