Material Agreement (Form 8-K)

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.