Eshallgo Inc SEC Filings

ESHALLGO INC reported that on November 19, 2025 it issued 350,000 Class A ordinary shares under its 2025 Share Incentive Plan. These shares were granted to certain employees and a consultant as compensation for their continued service to the company, meaning part of their pay is being delivered in equity rather than cash. This type of share-based compensation is commonly used to align staff interests with the long-term performance of the business.

ESHALLGO INC announced a change in its external auditor, appointing Felix CPAs LLC as its new independent registered public accounting firm to audit the company’s financial statements, effective November 18, 2025. The Board of Directors and Audit Committee approved and ratified this appointment. The company states that during the fiscal year ended March 31, 2025 and subsequent interim periods up to the engagement date, neither it nor anyone on its behalf consulted Felix CPAs LLC on accounting or auditing matters. An exhibit references a letter from the prior auditor, YCM CPA INC., addressed to the U.S. Securities and Exchange Commission.

Eshallgo Inc filed an amended Form F-3 shelf registration to offer up to $100,000,000 of securities, including Class A Ordinary Shares, share purchase contracts, share purchase units, warrants, debt securities, rights, and units, to be sold from time to time after effectiveness. Any specific terms and pricing will be set in future prospectus supplements.

The filing is a primary shelf. Under Form F-3 Instruction I.B.5, sales in any 12‑month period will not exceed one‑third of the aggregate market value of ordinary shares so long as non‑affiliate market value remains below $75,000,000. The Class A Ordinary Shares trade on Nasdaq as “EHGO”; the closing price was $0.37 on November 10, 2025.

Eshallgo is a Cayman holding company; operations are conducted in China through variable interest entities, and investors are purchasing equity in the offshore holding company. The company highlights PRC regulatory and VIE‑structure risks, potential CSRC filing obligations after offerings, cash transfer constraints, and HFCAA auditor inspection considerations. Proceeds and distribution methods will be described in applicable supplements.

Eshallgo Inc filed a Form F-3 shelf to register up to $100,000,000 of securities, including Class A Ordinary Shares, share purchase contracts and units, warrants, debt securities, rights, and units, to be offered from time to time after effectiveness. Any primary sales would provide cash to the company, with specific terms and proceeds disclosed in future prospectus supplements.

The filing is subject to General Instruction I.B.5 of Form F‑3, limiting public primary offerings to no more than one‑third of the aggregate market value of ordinary shares in any 12‑month period while the non‑affiliate float remains below $75,000,000. Eshallgo has a dual‑class structure (Class A: one vote; Class B: ten votes) and its Class A Ordinary Shares trade on Nasdaq as “EHGO.”

Eshallgo is a Cayman holding company; operations are conducted in China through VIEs via contractual arrangements. The prospectus highlights PRC regulatory, cash transfer, and enforcement risks tied to the VIE structure.

Eshallgo Inc filed a prospectus supplement for the resale of up to 6,332,801 Class A Ordinary Shares underlying convertible debentures, including 2,759,163 shares already issued from partial conversions. The company is not selling shares in this offering and will not receive proceeds from sales by the selling shareholder.

The supplement attaches a Form 6-K noting a letter agreement on October 17, 2025 that amends the debentures’ Floor Price to $0.40 per share. Eshallgo’s Class A shares trade on Nasdaq as “EHGO”; on October 20, 2025, the last reported sale price was $0.580 per share. Shares outstanding were 23,838,163 Class A and 5,856,000 Class B as of the same date.

The company highlights its dual‑class structure and that investors are buying equity in a Cayman holding company with operations in China conducted through VIE agreements. It also summarizes PRC regulatory filings and risks, including completed CSRC filing for this offering and ongoing uncertainties around China’s oversight of overseas listings and data reviews.

Eshallgo Inc filed a Form S-8 to register 3,500,000 Class A ordinary shares (par value US$0.0001 each) for issuance under the Eshallgo Inc 2025 Equity Incentive Plan.

The filing also covers an indeterminate number of additional shares pursuant to Rule 416(a) to prevent dilution from share splits, share dividends, or similar transactions. Shares underlying awards that terminate, expire, lapse, or are repurchased will return to the plan’s available share reserve.

ESHALLGO INC updated terms on its outstanding convertible notes. The company entered a letter agreement on October 17, 2025 to amend the “Floor Price” of its previously issued $5,000,000 aggregate principal amount convertible debenture to $0.40 per share.

The letter agreement form is filed as Exhibit 10.1. This filing summarizes the amendment and incorporates the exhibit by reference.

ESHALLGO INC adopted a 2025 equity incentive plan to support retention and performance alignment. The plan authorizes up to 3,500,000 Class A ordinary shares for issuance pursuant to awards. Eligible participants include directors, consultants, or key employees, linking their interests with those of shareholders.