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Hestia Insight (HSTA) grants 100% subsidiary to CEO; $500K comp settled

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
DEF 14C

Rhea-AI Filing Summary

Hestia Insight Inc. informs stockholders that on April 25, 2026 the Board executed a Strategic Divestiture & Settlement Agreement transferring its 100% wholly owned subsidiary, Hestia Investments Inc., and related assets to Director Edward Lee in full settlement of debts. The Agreement states Mr. Lee had not taken a salary over six years, quantified at $500,000, and, in lieu of cash or equity, the Company granted the subsidiary to him. Mr. Lee will remit 20% of any annual earnings from the subsidiary to the Company for the next two calendar years. The Board approved the action and stockholders representing 67% of outstanding common shares voted in favor. The Information Statement applies to holders of record on April 25, 2026 and states the resolutions will not become effective before twenty days after mailing.

Positive

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Insights

Agreement transfers a wholly owned subsidiary to a director as full settlement.

The document records a Strategic Divestiture & Settlement Agreement dated April 25, 2026, conveying the Company's 100% owned subsidiary to Director Edward Lee and stating a six‑year unpaid salary equivalent of $500,000 is being satisfied in lieu of cash or equity. The filing notes shareholder approval representing 67% of outstanding shares.

Key legal dependencies include the exact terms in the Agreement (incorporated by reference) and the twenty‑day effectiveness timing; related disclosures and any ancillary liabilities appear in the referenced 8‑K.

Company ceded a fully owned subsidiary and will receive up to 20% of its annual earnings for two years.

The transaction removes a 100% subsidiary from the issuer's asset base and replaces immediate monetary consideration with a contingent income stream of 20% of annual subsidiary earnings for the next two calendar years. The filing quantifies the unpaid director compensation as $500,000 but records no contemporaneous cash proceeds.

Financial impact depends on the subsidiary's future earnings trajectory; subsequent periodic reports and the referenced 8‑K should disclose operational and cash‑flow effects when available.

Subsidiary transferred 100% wholly owned subsidiary Hestia Investments Inc.
Unpaid compensation equivalent $500,000 six years of service quantified in the Agreement
Contingent receipts 20% of annual earnings paid to the Company for the next two calendar years
Shareholder approval 67% holders representing 67% of common shares approved the matter
Record Date April 25, 2026 applies to stockholders of record on this date
Shares outstanding 27,939,260 shares issued and outstanding as of the Record Date
Authorized common stock 290,000,000 shares authorized capitalization as of the Record Date
Strategic Divestiture & Settlement Agreement legal
"the Board of Directors of the Company executed a Strategic Divestiture & Settlement Agreement"
Accord and Satisfaction legal
"eradicating any and all debts owed by the Issuer in full Accord and Satisfaction"
Information Statement regulatory
"WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY"
An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.
Record Date regulatory
"applies to all stockholders of record on April 25th, 2026, the “Record Date”"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ___)

 

 

Filed by the Registrant   x                             Filed by a Party other than the Registrant   o

 

Check the appropriate box:

 

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12

 

 

HESTIA INSIGHT INC.

 

(Name of Registrant as Specified in Its Charter)

 

Payment of Filing Fee (Check the appropriate box)

 

x No fee required.
o Fee Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
  (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  (4) Proposed maximum aggregate value of transaction:
  (5) Total fee paid:
o Fee paid previously with preliminary materials:
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1) Amount previously paid:
  (2) Form, Schedule or Registration Statement No.:
  (3) Filing Party:
  (4) Date Filed:

 

 

 

 

 

   

 

 

Hestia Insight Inc.

732 S. 6th Street, Suite 4762

Las Vegas, NV 89101

 

INFORMATION STATEMENT

 

Dear Stockholder:

 

This Information Statement is furnished to holders of shares of common stock, $.001 par value (the “Common Stock”), of Hestia Insight Inc. (The “Company”). We are sending you this Information Statement to inform you that on April 25th, 2026, the Board of Directors of the Company executed a Strategic Divestiture & Settlement Agreement with the Director Mr. Edward Lee. The Agreement notes that Mr. Lee has never taken a salary in six years of service, which was equated to $500,000. In lieu of cash or equity, the Company agreed to divest itself of its 100% wholly owned subsidiary Hestia Investments Inc. along with any and all assets which inure to it and grant it to Mr. Lee, eradicating any and all debts owed by the Issuer in full Accord and Satisfaction. Mr. Lee, for his part, shall remit to the company 20% of any annual earnings the subsidiary is able to produce for the next two calendar years. This matter was approved by the Board, and by the shareholders representing 67% of our common shares. For more details, please see the Agreements Attached to our 8K of April 29th, 2026, as well as our Preliminary 14c filed on April 30th, 2026; both incorporated herein by reference.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY

 

The enclosed Information Statement is being furnished to you to inform you that the foregoing action has been approved by the holders of a majority of the outstanding shares of our Common Stock. The resolutions will not become effective before the date which is twenty days after today. You are urged to read this Information Statement in its entirety for a description of the action taken by the Board of Directors and a majority of the stockholders of the Company. This Information statement is made available to you as of this date and applies to all stockholders of record on April 25th, 2026, the “Record Date”.

 

By Order of the board of Directors

May 11th, 2026

 

 

OUTSTANDING SHARES AND VOTING RIGHTS

 

As of the Record Date, the Company authorized capitalization consisted of 290,000,000 shares of common stock, par value $.001 (the “Common Stock”), of which 27,939,260 shares of Common Stock were issued and outstanding.  Holders of Common Stock have no preemptive rights to acquire or subscribe to any of the additional shares of Common Stock. Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders.

 

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposal will not be adopted until a date at least twenty days after the date on which the Information Statement has been mailed to the stockholders.  The Company will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the common stock of the Company held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

 

 

 

 

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OTHER MATTERS

 

There is no other business to be transacted by written consent in lieu of a special meeting to which this Information Statement pertains.

 

 

ADDITIONAL INFORMATION

 

The Company is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the public reference facility maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available to the public on the SEC’s website (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

 

The Company’s Contact Information:

 

All inquiries regarding the Company should be addressed to our principal executive offices:

 

Hestia Insight Inc.

732 S. 6th Street, Suite 4762

Las Vegas, NV 89101

(516)212-0727

  

 

 

 

 

 

 

 

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SIGNATURES

 

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.

 

  HESTIA INSIGHT INC.
     
Date: May 11th, 2026 By: /s/ Edward Lee
    Edward Lee
    Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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FAQ

What did Hestia Insight (HSTA) approve on April 25, 2026?

The Board approved a Strategic Divestiture & Settlement Agreement transferring its 100% wholly owned subsidiary, Hestia Investments Inc., to Director Edward Lee, as described in the Information Statement.

How was the director's unpaid compensation quantified?

The Agreement states the director's six years of unpaid salary were equated to $500,000, and that amount is being resolved through the transfer of the subsidiary in lieu of cash or equity.

Will Hestia Insight receive any future payments after the transfer?

Yes. Mr. Lee will remit 20% of any annual earnings the subsidiary produces to the Company for the next two calendar years, per the Information Statement.

What shareholder approval was recorded for this action?

The Information Statement states the matter was approved by shareholders representing 67% of the Company's outstanding common shares as of the Record Date.

Which stockholders were eligible to receive this Information Statement?

The Information Statement applies to stockholders of record on the Record Date, which is April 25, 2026, per the filing.