Welcome to our dedicated page for ESG SEC filings (Ticker: ESGH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ESG Inc. filings document material-event disclosures for a Nevada SPAC or blank-check issuer. The record includes Form 8-K reports on material definitive agreements, securities purchase agreements, convertible promissory notes, common stock purchase warrants, intellectual property and brand-license arrangements, auditor changes, and board composition.
The disclosures also cover capital-structure matters, share exchange and split-off agreements, governance changes, and exchange-registration status. Recent 8-K cover pages identify no Section 12(b) securities registered on a national exchange, while the event reports describe agreements and appointments affecting the company's public-company reporting profile.
ESG Inc. completed the split-off of its China operations on May 26, 2026, canceling 10,432,800 common shares and leaving an early-stage North American food and snack business as its sole continuing segment. Continuing operations generated $918 of revenue and a loss from continuing operations of $27,283 in Q2 2026, and $175,137 for the six months, compared with a six-month loss of $213,615 in 2025, as revised. Including discontinued China operations, the company reported a six-month net loss of $1,053,479, versus net income of $239,130 a year earlier.
At June 30, 2026, ESG held $161,100 of cash, total assets of $190,777, current liabilities of $564,916 and a working-capital deficit of $374,171, resulting in negative equity of $374,139. Management states that existing cash and expected operating cash flows are not sufficient for the next 12 months and concludes that substantial doubt exists about the company’s ability to continue as a going concern.
The company has $495,000 of unsecured convertible notes outstanding, including a $275,000 Labrys Fund II note in payment default; as of August 14, 2026, principal and accrued-interest arrearage under that note totaled approximately $301,981. ESG obtained a 90-day forbearance on Labrys’ conversion rights, but the Event of Default and default-interest accrual continue. Management also reports a material weakness in internal control over financial reporting related to complex and nonroutine transactions, after discovering previously unrecorded share-based compensation and revising prior-period financial statements.
ESG Inc. reported a board change. On May 21, 2026, director Joseph F. Rossetti resigned from the Board and all its committees, stating his decision did not stem from any disagreement over the company’s operations, policies, or practices.
The remaining directors immediately appointed Richard Xie, 55, to fill the vacancy. The Board determined he qualifies as an independent director under OTCQB Market standards and is financially sophisticated, naming him to the Audit, Compensation, and Nominating and Corporate Governance Committees, and as Chair of the Audit and Compensation Committees.
ESG Inc. completed a split-off transaction on May 26, 2026, transferring 100% of the issued and outstanding shares of ESG China Limited to other parties. In exchange, 10,432,800 shares of ESG Inc. common stock were surrendered, redeemed, retired and canceled.
After this cancellation, ESG Inc. has 15,475,468 shares of common stock issued and outstanding. ESG China Limited and its downstream China operations are no longer subsidiaries and will not be consolidated with ESG Inc. The company plans to continue its North America operating business through ESG Provisions, Inc.
ESG Inc. reported a much weaker quarter as its PRC mushroom operations remained suspended. Revenue for the three months ended March 31, 2026 was $0, down from $1,587,144 a year earlier, and net loss widened to $884,050 versus $276,153.
Operating expenses rose sharply as depreciation shifted into selling, general and administrative costs, and other income fell with lower government grants. Cash was only $206,391 with a working capital deficit of about $6.9 million, and management disclosed substantial doubt about continuing as a going concern.
The company added $200,000 of new convertible debt and modest equity from note conversions. After quarter-end it signed a Split-Off and Share Exchange Agreement to divest China operations in exchange for cancelling 10,432,800 shares, a move expected to significantly change its assets, liabilities and future revenue mix if completed.
ESG Inc. notifies stockholders that its Board and the holder of a majority of voting power approved a split-off under a Split-Off and Share Exchange Agreement to distribute 100% of the issued and outstanding shares of ESG China Limited to DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd. and Weiwei Gao in exchange for the surrender, redemption, retirement and cancellation of 10,432,800 shares of the Company’s common stock. The corporate actions were approved by written consent of DCG, which beneficially owned 18,273,910 shares (≈70.55%) as of April 10, 2026, and will not become effective until at least 20 calendar days after this Information Statement is first mailed.
The filing states the separation will deconsolidate ESG China from the Company, remove ESG China’s historical assets and liabilities (total assets of $26,890,493 and net assets of $12,168,861 as of December 31, 2025), and reduce outstanding shares accordingly. The Special Committee of disinterested directors reviewed and approved the transaction, the conflicted director was recused, and pro forma condensed consolidated financial information is included.
ESG Inc. is implementing a negotiated split-off that will distribute 100% of the issued and outstanding shares of ESG China to DCG, Christopher Alonzo, Ever Vast Development Ltd. and Weiwei Gao in exchange for the surrender, redemption, retirement and cancellation of 10,432,800 shares of Common Stock. The transaction was approved by the Board and by written consent of DCG (which held approximately 70.55% of the voting power as of the Record Date, April 10, 2026), and will not become effective until at least 20 calendar days after this Information Statement is first furnished. The company states the split-off will result in the deconsolidation of ESG China, reduce legacy China-related operational and compliance burden, and leave ESG Inc. focused on its North America business.
ESG Inc. approved a split-off and cancellation of 10,432,800 shares of common stock. The Board and the holder of a majority voting power approved a Split-Off and Share Exchange Agreement to distribute 100% of ESG China to original holders in exchange for surrender, redemption, retirement and cancellation of 10,432,800 shares.
The Record Date was April 10, 2026; the Company reported 25,902,268 shares outstanding as of that date and expects the actions to become effective on or about May 13, 2026, subject to satisfaction of the conditions stated in the agreement. The transaction was approved by written consent of DCG (beneficial owner of approximately 70.55% of voting power) after review by a Special Committee.
ESG Inc. is furnishing this Information Statement to notify holders that the Board and the holder of a majority of voting power approved a split-off under a Split-Off and Share Exchange Agreement dated April 10, 2026. The transaction will distribute 100% of ESG China to four parties in exchange for the surrender, redemption, retirement and cancellation of 10,432,800 shares of Common Stock. As of the Record Date, 25,902,268 shares were outstanding and DCG beneficially owned 18,273,910 shares (70.55%), whose written consent approved the actions. The Company expects the corporate actions to become effective on or about May 13, 2026, after the statutory notice period and satisfaction of closing conditions. The Board formed a Special Committee, the conflicted director recused, and the Exchange Shares consist of specified historical blocks issued in November 2023.
ESG Inc. entered into a Split-Off and Share Exchange Agreement to distribute 100% of ESG China Limited to several existing holders in exchange for canceling 10,432,800 shares of ESG Inc. common stock. DCG China Limited will surrender 7,632,800 shares, Christopher Alonzo 1,400,000, Ever Vast Development Ltd. 420,000, and Weiwei Gao 980,000.
Liabilities tied to ESG China and its downstream China operations are intended to remain with those China entities, with related releases in favor of ESG Inc. and its non-China affiliates. Closing depends on Special Committee and Board approval, any required stockholder written consent and Schedule 14C process, receipt of the shares to be canceled, and delivery of transfer documents.
After the split-off, the company plans to continue its North America business through ESG Provisions, Inc., focusing on mushroom-based snack and alternative protein products, including rights related to the Moku brand mushroom jerky and work with co-packers in Kentucky and Pennsylvania to develop and scale mushroom jerky, chips, and formed crisps.
ESG Inc. reports a change in its Board of Directors. On March 31, 2026, J. Mark Hemmann resigned from the Board and all its committees, stating his decision was not due to any disagreement with the company’s operations, policies, or practices.
On April 1, 2026, the Board appointed Joseph F. Rossetti, age 43, as a director to fill the vacancy. Rossetti has over 15 years of experience in financial services and has worked on a wide range of capital markets transactions. The Board determined he is an independent director under OTCQB Market standards, is financially sophisticated, and qualified to serve on the Audit Committee.
Effective upon his appointment, Rossetti joined the Audit, Compensation, and Nominating and Corporate Governance Committees and was named Chair of both the Audit and Compensation Committees. The company states there are no related-party arrangements, family relationships, or reportable transactions with Rossetti, and he has not yet entered into any compensatory arrangement as a director.