Vestand Inc. sells shares in Vestand Korea with buyback right

Vestand Inc. entered into a Stock Transfer Agreement involving its investment in Vestand Korea Co., Ltd. Vestand Inc. sold its 200 shares of common stock of Vestand Korea to Sang-Woo Noh at a price of KRW 5,000 per share, for a total of KRW 1,000,000.

Rhea-AI Filing Summary

Vestand Inc. entered into a Stock Transfer Agreement involving its investment in Vestand Korea Co., Ltd. Vestand Inc. sold its 200 shares of common stock of Vestand Korea to Sang-Woo Noh at a price of KRW 5,000 per share, for a total of KRW 1,000,000. Vestand Inc. retained a contractual right to repurchase all 200 shares from Mr. Noh for KRW 1,100,000 until July 28, 2027, providing an option to regain its prior ownership position under predetermined terms.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares sold: 200 shares Sale price per share: KRW 5,000 per share Total sale consideration: KRW 1,000,000 +2 more

5 metrics

Shares sold 200 shares Common stock of Vestand Korea Co., Ltd. sold by Vestand Inc.

Sale price per share KRW 5,000 per share Consideration under the Stock Transfer Agreement

Total sale consideration KRW 1,000,000 Aggregate price for 200 Vestand Korea shares sold

Repurchase price KRW 1,100,000 Total price to repurchase 200 Vestand Korea shares

Repurchase right expiry July 28, 2027 Last date Vestand Inc. may exercise repurchase right

Key Terms

Material Definitive Agreement, Stock Transfer Agreement, repurchase, emerging growth company

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Stock Transfer Agreement financial

"entered into a Stock Transfer Agreement to sell the Company’s 200 shares"

A stock transfer agreement is a written contract that records the sale or handover of ownership of a company’s shares from one party to another, specifying how many shares, the price, timing and any conditions or restrictions. It matters to investors because it changes who receives dividends and voting power, can limit when shares can be sold, and may affect market supply and investor control—like a deed that shows who owns a house and any rules tied to that ownership.

repurchase financial

"The Company has the right to repurchase all 200 shares of Vestand Korea"

A repurchase is when a company buys back its own shares from the market, like a homeowner reclaiming part of a shared property to increase their own stake. It reduces the number of shares available to other investors, which can raise the portion of future profits for remaining shareholders and often signals that management believes the stock is undervalued; it also changes how the company uses cash and can affect share price and investor returns.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Vestand Inc. (VSTD) disclose regarding Vestand Korea Co., Ltd.?

Vestand Inc. disclosed a Stock Transfer Agreement to sell its 200 shares of Vestand Korea Co., Ltd. to Sang-Woo Noh while retaining a contractual right to repurchase those shares later at a fixed price.

How much did Vestand Inc. (VSTD) receive for its Vestand Korea shares?

Vestand Inc. sold 200 shares of Vestand Korea for KRW 5,000 per share, resulting in total consideration of KRW 1,000,000. The price and share count are fixed in the Stock Transfer Agreement disclosed.

What repurchase right did Vestand Inc. (VSTD) retain in this agreement?

Vestand Inc. retained the right to repurchase all 200 shares of Vestand Korea from Sang-Woo Noh for a total of KRW 1,100,000. This repurchase right is exercisable until July 28, 2027 under the agreement.

Who is the counterparty to Vestand Inc. (VSTD) in the Stock Transfer Agreement?

The counterparty is Mr. Sang-Woo Noh, who acquired 200 shares of Vestand Korea from Vestand Inc. The agreement also grants Vestand Inc. an option to repurchase those shares from Mr. Noh by a specified date.

Until when can Vestand Inc. (VSTD) exercise its Vestand Korea share repurchase option?

Vestand Inc. may exercise its repurchase right for the 200 Vestand Korea shares until July 28, 2027. If exercised, it would pay a total of KRW 1,100,000 to reacquire the shares from Sang-Woo Noh.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 12:48 PM Accepted by SEC EDGAR 08/13/2026 - 12:48 PM Learn about SEC filing dates

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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): July 30, 2026

Vestand Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41494		87-3941448
(State or other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File No.)		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. ☐

* Pending the filing by The Nasdaq Stock Market LLC of a Form 25-NSE to deregister the Company’s securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 34.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB