Insider shares pledged as Eshallgo (EHGO) issues $630K secured notes

Rhea-AI Filing Summary

Eshallgo Inc entered into two secured promissory note financings and pledged insider shares as collateral. On March 13, 2026, the company issued a $330,000 secured note for a $300,000 purchase price, reflecting a $30,000 original issuance discount. This note bears 10% annual interest and matures on November 12, 2026, with mandatory prepayment provisions tied to future debt or equity financings and a default interest rate of 18%.

On April 4, 2026, the company issued a second secured promissory note with a $300,000 principal amount, no stated interest and a July 3, 2026 maturity, also featuring mandatory prepayment on future financings and an 18% default rate. In connection with each note, Chairman Zhidan Mao and CEO Qiwei Miao pledged an aggregate of 1,126,154 Class B Ordinary Shares per pledge agreement, granting lenders first‑priority security interests. The company used all proceeds from these notes to fully redeem convertible debentures issued in late 2024, which are now fully satisfied and no longer outstanding.

Insights

Credit & capital structure analyst

Eshallgo refinances 2024 convertibles into secured notes backed by insider shares.

Eshallgo replaces late‑2024 convertible debentures with two secured promissory notes totaling $630,000. One carries 10% annual interest to November 12, 2026, while the other is shorter‑dated, interest‑free to July 3, 2026. Both include mandatory prepayment if new financing cash is raised.

The notes are secured by pledge agreements over 1,126,154 Class B shares per agreement from the chairman and CEO, giving lenders first‑priority claims on these shares on default. This shifts risk from conversion overhang to secured debt, improving clarity on legacy obligations but adding collateralized leverage. Actual impact will depend on future financing activity and the company’s ability to meet the short and medium‑term maturities.

Key Figures

March note principal: $330,000 Original issuance discount: $30,000 Interest rate: 10% per annum +4 more

7 metrics

March note principal $330,000 Secured promissory note issued March 13, 2026

Original issuance discount $30,000 Difference between March note principal and $300,000 purchase price

Interest rate 10% per annum Standard interest on March 2026 promissory note

Default interest 18% per annum Applies upon certain events of default on both notes

April note principal $300,000 Secured promissory note issued April 4, 2026, no stated interest

Pledged shares per agreement 1,126,154 Class B Ordinary Shares Shares pledged by chairman and CEO as collateral

Total new secured notes $630,000 Combined principal of March and April 2026 notes

Key Terms

secured promissory note, original issuance discount, pledge agreement, events of default, +1 more

5 terms

secured promissory note financial

"the Company issued a secured promissory note (the “March Promissory Note”)"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

original issuance discount financial

"The Principal Amount includes an original issuance discount of $30,000."

Original issuance discount (OID) is the difference between a debt security’s face value and a lower price at which it is sold when first issued, similar to buying a $1,000 loan for $900. Investors receive the full face value at maturity, so the gap boosts the effective yield above the stated interest rate and affects how income is recognized for returns and taxes. For investors, OID changes expected return, cash flow timing, and reported interest income.

pledge agreement financial

"entered into a pledge agreement (the “March Pledge Agreement”) with the lender."

events of default financial

"Upon the occurrence and continuance of certain events of default under the March Promissory Note"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

convertible debentures financial

"redeem the outstanding principal and accrued interest under the convertible debentures issued by the Company"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

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 April 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.

March 2026 Security Promissory Note and Pledge Agreement

On March 13, 2026, Eshallgo Inc (the “Company”) issued a secured promissory note (the “March Promissory Note”) to a lender in the principal amount of $330,000 for a purchase price of $300,000. The Principal Amount includes an original issuance discount of $30,000.

The March Promissory Note bears interest at a fixed rate of 10% per annum and will mature in full on November 12, 2026. 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 March Promissory 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 March Promissory Note.

In connection with the March Promissory Note, on March 13, 2026, Zhidan Mao, the Company’s Chairman and director, and Qiwei Miao, the Company’s Chief Executive Officer and director (collectively, the “Pledgors”), entered into a pledge agreement (the “March Pledge Agreement”) with the lender. Pursuant to the March Pledge Agreement, the Pledgors collective pledged to the lender an aggregate of 1,126,154 Class B Ordinary Shares of the Company held by such Pledgors (collectively, the “March Pledged Shares”). The March Pledge Agreement secures all of the Company’s obligations under the March Promissory Note and grants the lender a continuing, first-priority security interest in the March 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 March Promissory Note, the lender is entitled to exercise customary secured party remedies with respect to the March Pledged Shares, subject to applicable notice and cure provisions.

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

April 2026 Security Promissory Note and Pledge Agreement

On April 4, 2026, the Company issued a secured promissory note (the “April Promissory Note”) to another lender in the principal amount of $300,000 for a purchase price of $300,000.

The April Promissory Note bears no interest and will mature in full on July 3, 2026. 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 April Promissory 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 April Promissory Note.

In connection with the April Promissory Note, on April 3, 2026, the Pledgors entered into a pledge agreement (the “April Pledge Agreement” and collectively with the March Pledge Agreement, the “Pledge Agreements”) with the lender. Pursuant to the April Pledge Agreement, the Pledgors collective pledged to the lender an aggregate of 1,126,154 Class B Ordinary Shares of the Company held by such Pledgors (collectively, the “April Pledged Shares”). The April Pledge Agreement secures all of the Company’s obligations under the April Promissory Note and grants the lender a continuing, first-priority security interest in the April 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 April Promissory Note, the lender is entitled to exercise customary secured party remedies with respect to the April Pledged Shares, subject to applicable notice and cure provisions.

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

Use of Proceeds

The Company used the proceeds from the March Promissory Note and the April Promissory Note to fully redeem the outstanding principal and accrued interest under the convertible debentures issued by the Company on November 29, 2024, December 18, 2024 and December 30, 2024 (collectively, the “Convertible Debentures”). As of the date of this report, the Convertible Debentures have been fully satisfied and are no longer outstanding.

General

The descriptions of the March Promissory Note, the April Promissory Note and the Pledge Agreements do not purport to be complete and are qualified in their entirety by the full text of the March Promissory Note, the April Promissory Note and the Pledge Agreement, forms of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and which are incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of March Promissory Note
10.2		Form of April Promissory Note
10.3		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: April 16, 2026	By:	/s/ Qiwei Miao
	Name:	Qiwei Miao
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 85.4 KB
• EX-10.2 EXHIBIT 10.2 84.5 KB
• EX-10.3 EXHIBIT 10.3 62.8 KB