Eshallgo Inc (EHGO) takes $880K secured note, pledges Class B shares

Rhea-AI Filing Summary

Eshallgo Inc entered into a secured promissory note with a lender for a principal amount of $880,000 at a fixed 8% annual interest rate, maturing on October 20, 2026. The lender paid $800,000, reflecting an $80,000 original issuance discount. The company used the cash proceeds to repay part of outstanding convertible debentures owed to YA PN, LTD.

To secure the note, Chairman Zhidan Mao and Chief Executive Officer Qiwei Miao pledged 100% of the Class B ordinary shares they hold. The note restricts voluntary prepayment without lender consent and allows the lender to require up to 100% of cash raised in future debt or equity financings to repay the note. If certain defaults occur and continue, the interest rate automatically increases to 18% and the lender may exercise customary secured-party remedies against the pledged shares, subject to notice and cure terms.

Insights

Credit and capital structure analyst

Small secured note refinances debt and tightens covenants.

Eshallgo Inc raised $800,000 of cash via a secured promissory note with a principal of $880,000 at an 8% fixed rate, maturing on October 20, 2026. The proceeds were used to repay part of existing convertible debentures owed to YA PN, LTD.

The note is secured by 100% of the Class B ordinary shares held by the chairman and CEO, giving the lender first-priority rights over these control-linked shares. Covenants are tight: voluntary prepayment needs lender consent, and the lender can demand up to 100% of cash from future financings to pay down the note.

On default, the interest rate steps up to 18% and the lender gains customary enforcement remedies over the pledged shares, subject to notice and cure provisions. Overall, this is a refinancing transaction with stronger security and restrictive terms rather than a growth-oriented capital raise.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-42154

ESHALLGO INC

No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

+86 400 100 7299

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

Entry into a Material Definitive Agreement.

Security Promissory Note and Pledge Agreement

On February 20, 2026, Eshallgo Inc (the “Company”) issued a Secured Promissory Note (the “Note”) to a lender (the “Lender”) in the principal amount of $880,000 (the “Principal Amount”) for a purchase price of $800,000. The Principal Amount includes an original issuance discount of $80,000.

The Note bears interest at a fixed rate of 8% per annum matures in full on October 20, 2026 (the “Maturity Date”). The Company may not voluntarily prepay any portion of the outstanding balance before the Maturity Date without the prior written consent of the Lender. Furthermore, the Note is subject to mandatory prepayments if the Company receives cash proceeds from any debt or equity financing, in which case the Lender may require the Company to apply up to 100% of such proceeds toward the repayment of the Note.

In connection with the Note, on February 20, 2026, Zhidan Mao, the Company’s Chairman and Qiwei Miao, the Company’s Chief Executive Officer and director (collectively, the “Pledgors” and each, a “Pledgor”), entered into a pledge agreement (the “Pledge Agreement”) with the Lender. Pursuant to the Pledge Agreement, each Pledgors pledged to the Lender 100% of the Class B Ordinary Shares of the Company held by such Pledgor (collectively, the “Pledged Shares”). The Pledge Agreement secures all of the Company’s obligations under the Note and grants the Lender a continuing, first-priority security interest in the Pledged Shares, including all associated substitutions, replacements, proceeds, and distributions, as well as all rights relating thereto. Upon the occurrence and continuance of certain events of default under the Note, the Lender is entitled to exercise customary secured party remedies with respect to the Pledged Shares, subject to applicable notice and cure provisions.

The Note contains customary representations and warranties, affirmative and restrictive covenants, and events of default. Upon the occurrence of certain events of default under the Note, the interest rate on the outstanding balance automatically increases to 18%, subject to applicable notice and cure provisions.

The Company used the proceeds from the Note to repay a portion of the outstanding balance of certain convertible debentures previously issued by the Company to YA II PN, LTD.

The descriptions of the Note Purchase Agreement, the Note and the Pledge Agreement do not purport to be complete and are qualified in their entirety by the full text of the Note and the Pledge Agreement, forms of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and which are incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Promissory Note
10.2		Form of Pledge Agreement

2

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, thereunto duly authorized.

	ESHALLGO INC
Date: March 12, 2026	By:	/s/ Qiwei Miao
	Name:	Qiwei Miao
	Title:	Chief Executive Officer

3

FAQ

What financing did Eshallgo Inc (EHGO) enter into in March 2026?

Eshallgo Inc issued a secured promissory note with a principal amount of $880,000 at an 8% fixed annual interest rate, maturing on October 20, 2026. The lender paid $800,000 in cash, reflecting an $80,000 original issuance discount on the note.

How will Eshallgo Inc (EHGO) use the proceeds from the new promissory note?

Eshallgo Inc used the $800,000 cash proceeds from the secured promissory note to repay part of the outstanding balance of convertible debentures previously issued to YA PN, LTD. This refinancing shifts obligations from convertible debentures to a secured, fixed-rate note structure.

What security did Eshallgo Inc (EHGO) provide for the $880,000 note?

The company’s chairman, Zhidan Mao, and CEO, Qiwei Miao, pledged 100% of the Class B ordinary shares they hold under a pledge agreement. This grants the lender a continuing, first-priority security interest in those pledged shares and related rights, securing all obligations under the note.

What are the key repayment and prepayment terms of Eshallgo Inc’s new note?

The note matures on October 20, 2026, and Eshallgo Inc cannot voluntarily prepay without the lender’s written consent. If the company receives cash from any debt or equity financing, the lender may require up to 100% of those proceeds to be applied toward repaying the note.

What happens if Eshallgo Inc (EHGO) defaults under the secured promissory note?

If specified events of default occur and continue, the interest rate on the outstanding balance automatically increases from 8% to 18%. The lender may then exercise customary secured-party remedies against the pledged Class B shares, subject to applicable notice and cure provisions in the agreements.

Who are the individuals involved in Eshallgo Inc’s pledge agreement for the note?

Chairman Zhidan Mao and Chief Executive Officer Qiwei Miao are the pledgors under the pledge agreement. Each pledged 100% of the Class B ordinary shares of Eshallgo Inc they hold, providing collateral that supports the company’s obligations under the secured promissory note issued on February 20, 2026.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 83.3 KB
• EX-10.2 EXHIBIT 10.2 68.4 KB