8-KFiled Aug 2, 8:00 PM ET

Hestia Insight Inc. Divests Subsidiary to Chairman; Shareholders Get 20% Net Earnings

$HSTA · Hestia Insight Inc.

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Hestia Insight Inc. Divests Subsidiary to Chairman; Shareholders Get 20% Net Earnings

What Happened
Hestia Insight Inc. announced that it entered into and amended a Strategic Divestiture & Settlement Agreement with its Chairman and President, Edward C. Lee, resulting in the transfer of 100% of the equity interests in its wholly‑owned subsidiary, Hestia Investments Inc., to Mr. Lee. The original agreement was dated April 25, 2026; Amendment No. 1 was executed June 26, 2026 to set a notice/transaction timeline; Amendment No. 2 was executed July 15, 2026 to set the operational, legal, and financial closing date at the close of business on July 31, 2026 and to change the net‑profit payment timing to annual reporting.

Key Details

  • Transferred assets: 100% of Hestia Investments Inc., including operating assets, bank accounts, brokerage/securities accounts, contracts and physical property, to Edward C. Lee in full satisfaction of historical executive service and compensation claims.
  • Closing and timing: Final closing aligned to July 31, 2026 (month‑end) after two amendments (Apr 25, Jun 26, Jul 15, 2026).
  • Shareholder payment right: Record Date Shareholders (holders of record as of April 30, 2026) receive a right to 20% of the Subsidiary’s net earnings (U.S. GAAP), payable annually for 24 months following July 31, 2026.
  • Filings: The agreement, two amendments, and a stock power/assignment were filed as Exhibits (10.1–10.4) to the 8‑K.

Why It Matters
This is a material disposition: Hestia has deconsolidated and transferred an entire operating subsidiary to the company’s Chairman/President as settlement of executive compensation claims. That transfer will remove the Subsidiary’s assets, liabilities, revenues and expenses from Hestia’s consolidated financial statements going forward, which can affect reported revenue, net income, and balance sheet totals. For holders of record on April 30, 2026, the company secured a limited cash participation right (20% of net earnings) from the former subsidiary for two years, which provides some continued economic benefit to shareholders. Investors should watch subsequent SEC filings and the company’s periodic financial statements for disclosures quantifying the financial impact of the disposition and for details on management succession and ongoing operations.