false
0001883835
0001883835
2026-03-06
2026-03-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
| Date of Report (Date of earliest event reported) |
March 6, 2026 |
| ESG Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
333-259772 |
87-1918342 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
433 East Hillendale Rd.
Chadds Ford, PA |
19317 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number, including area code |
267-467-5871 |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2026, ESG Inc. (the “Company”) entered into
a Securities Purchase Agreement (the “Monroe SPA”) with Monroe Street Capital Partners, LP (the “Monroe Investor”),
pursuant to which the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross
proceeds (the “Monroe Note”) and issued a common stock purchase warrant to purchase 18,333 shares of the Company’s common
stock at an exercise price of $6.00 per share (the “Monroe Warrant”).
On March 9, 2026, the Company entered into a Securities Purchase Agreement
(the “Crom SPA”) with Crom Structured Opportunities Fund I, LP (the “Crom Investor”), pursuant to which the Company
issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds (the “Crom Note”)
and issued a common stock purchase warrant to purchase 18,333 shares of the Company’s common stock at an exercise price of $6.00
per share (the “Crom Warrant”).
The Notes bear interest and mature twelve months from issuance. Subject
to the terms and conditions of the Notes, the Notes are convertible into shares of the Company’s common stock at a conversion price
equal to the 90% of the lowest closing bid price of the Common Stock on Principal Market during the ten (10) Trading Day period immediately
preceding the respective Conversion Date. The foregoing summaries do not purport to be complete and are qualified in their entirety by
reference to the Monroe SPA, Monroe Note, Monroe Warrant, Crom SPA, Crom Note and Crom Warrant.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item. The Convertible Notes represent indebtedness of the Company.
Item 3.02 Unregistered Sale of Equity Securities.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference into this Item. The Purchasers are an accredited investors (as that term is defined in Regulation D of the Securities
Act), and in issuing the above securities, we relied on the exemption from the registration requirements of the Securities Act provided
by section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) thereunder because the securities were issued in a transaction
not involving a public offering and for investment only, not with a view to distribution.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2026, John Wallace and Cathy Fleming each resigned from
the Board of Directors of the Company and all committees thereof, effective immediately. The Company understands that neither resignation
was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Following the resignations, the Board reconstituted its committees
as follows: the Audit Committee is comprised of Mark Hemmann (Chair) and Neal Naito; the Compensation Committee is comprised of Neal Naito
(Chair) and Mark Hemmann; and the Nominating and Corporate Governance Committee is comprised of Neal Naito (Chair) and Mark Hemmann.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 10.1 |
Securities Purchase Agreement, dated as of March 6, 2026, by and between ESG Inc. and Monroe Street Capital Partners, LP |
| 10.2 |
Convertible Promissory Note, dated March 6, 2026 (Monroe Note) |
| 10.3 |
Common Stock Purchase Warrant, dated March 6, 2026 (Monroe Warrant) |
| 10.4 |
Securities Purchase Agreement, dated March 9, 2026, by and between ESG Inc. and Crom Structured Opportunities Fund I, LP |
| 10.5 |
Convertible Promissory Note, dated March 9, 2026 (Crom Note) |
| 10.6 |
Common Stock Purchase Warrant, dated March 9, 2026 (Crom Warrant) |
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 hereunto duly authorized.
| /s/ Zhi Yang |
|
| Zhi Yang |
|
| CEO |
|
| |
|
| Date: March 12,
2026 |
|
