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”) previously entered into a Convertible Note Subscription Agreement (the “Agreement”) with Open Innovation Fund (the “Investor”) pursuant to which the Investor agreed to fund an aggregate principal amount of $4,400,000 in exchange for a convertible note from the Company. The Company reported entry into the Agreement on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2025.
The Agreement provided that the Company shall use 100% of proceeds for acquisition, development, or renovation of real estate located in California. On September 10, 2025, the Company and the Investor signed an amendment to the Agreement (the “Change of Use Amendment”) revising the use of proceeds and providing that proceeds may now be used for (i) general operating expenses, (ii) financial restructuring and risk management, (iii) selective growth investments, (iv) funds for acquisition of new businesses, and (v) internal control enforcement and system improvements. The Change of Use Amendment amends only the usage purpose of the proceeds. All other terms remain valid and in effect.
This Current Report on Form 8-K with respect to the Change of Use Amendment was inadvertently filed late. When the inadvertent lapse in filing was determined, the Company promptly filed this Current Report on Form 8-K.
Item 1.02 Termination of Material Agreement
On September 4, 2025, the Company filed a Current Report on Form 8-K with the SEC reporting an amendment to the Agreement providing that the $4,400,000 amount would be paid in three tranches: (i) $2,900,000 on or before September 11, 2025, (ii) $750,000 on or before September 30, 2025, and (iii) $750,000 on or before October 15, 2025.
The Investor funded the first tranche of $2,900,000 (the “Funded Capital”) as contemplated by the Agreement. However, the Investor did not fund the second and third tranches, and on December 12, 2025, the Investor and the Company executed a Partial Termination Confirmation (the “Confirmation”) regarding the remaining $1,500,000 under the Agreement (the “Unfunded Capital”). Pursuant to the Confirmation, the Investor and the Company mutually agreed to terminate the Investors’ capital commitment regarding the Unfunded Capital. The Investor shall have no further obligation to contribute the Unfunded Capital, and the Company will make no future claims regarding the Unfunded Capital. The Confirmation applies solely to the Unfunded Capital and constitutes a partial termination only. All other provisions of the Agreement regarding the Funded Capital remain in effect.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 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: December 17, 2025
| VESTAND INC. | ||
| By: | /s/ Jiwon Kim | |
| Name: | Jiwon Kim | |
| Title: | Chief Executive Officer | |