E-Smart Corp. 8-K

What Happened

• E-Smart Corp. announced on January 30, 2026 that its Board appointed Lukas Diaz and Manuel Martinez Garcia as Independent Directors, effective immediately. The Board determined both meet independence standards; neither has family ties to company officers, related-party transactions that require disclosure, nor current compensatory arrangements with the company.
• Separately, on January 28, 2026 the company cancelled 2,000,000 common shares voluntarily surrendered by director Diana Vasylenko. Those shares were retired without consideration, reducing total outstanding shares from 5,799,469 to 3,799,469.

Key Details

• New directors: Lukas Diaz (degree in Business Administration, Univ. of Barcelona) and Manuel Martinez Garcia (degree in Technology & Engineering Management, Rovira i Virgili Univ.), each with 5+ years in digital platforms/strategy.
• Appointment date: January 30, 2026; cancellation date: January 28, 2026.
• Shares: Total outstanding decreased to 3,799,469; restricted shares now 2,500,000 (65.80%); non‑restricted shares remain 1,299,469 (34.20%).
• The share cancellation involved no issuance, no cash payment, and did not change company management or control. No director compensation arrangements were in place at appointment time.

Why It Matters

• Board change: Adding two independent directors with digital platform and strategy experience may strengthen governance and oversight relevant to E-Smart’s business focus; any future director compensation will be disclosed as required.
• Capitalization and liquidity: The cancellation materially reduced total shares outstanding (2,000,000 shares retired), increasing the proportion of restricted shares and leaving the freely tradable float at about 34.2% of outstanding shares—important for investors to consider for liquidity and share‑supply dynamics.
• Financial impact: The company reported no cash outlay or issuance tied to these actions, and there was no change in control.