Vestand Inc. (VSTD): debt financing — Yoshiharu Global secures $4.4M convertible note from Open Innovation Fund for real estate expansion

Vestand Inc.

$4.4M convertible note with Open Innovation Fund; 7% annual interest, 3-year maturity, convertible at $1.10/share (floor $1.00).
Proceeds restricted to acquisition, development, or renovation of California real estate; secured by subordinated lien on such property.
Investor may demand repayment after 12 months; also entitled to 3% of net profit on sale of any property acquired with Note proceeds.
Conversion shares capped at 19.99% of outstanding until shareholder approval per Nasdaq Listing Rule 5635(d).

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Vestand Inc. incurred convertible notes of $4,400,000 with Open Innovation Fund at seven (7) percent maturing three (3) years after the issuance date.

Instrument: convertible notes
Principal: $4,400,000
Counterparty: Open Innovation Fund
Rate: seven (7) percent
Maturity: three (3) years after the issuance date
Event: incurrence

Exact text from the filing

On July 29, 2025, Yoshiharu Global Co. (the “Company”) entered into a Convertible Note Subscription Agreement (the “Agreement”) with Open Innovation Fund (the “Investor”), pursuant to which the Investor agreed to invest $4,400,000 in exchange for a convertible note from the Company (the “Note”).

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Source: SEC EDGAR

accession 0001641172-25-022076

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