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ESG Inc. (ESGH) adds $200K convertible debt and reshapes board committees

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ESG Inc. entered into two private financing deals using convertible debt and warrants. On March 6 and March 9, 2026, it issued two convertible promissory notes, each with a $110,000 principal amount for $100,000 in gross proceeds, and granted warrants to buy 18,333 common shares per investor at $6.00 per share. The notes mature in twelve months and are convertible into common stock at 90% of the lowest closing bid price over the ten trading days before conversion, which could lead to share dilution if converted. The securities were sold to accredited investors in a non‑public offering under Section 4(a)(2) and Rule 506(b). On March 12, 2026, directors John Wallace and Cathy Fleming resigned; the board stated their departures were not due to disagreements, and restructured its committees with Mark Hemmann and Neal Naito as members and chairs.

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Insights

ESG Inc. adds short-term convertible debt and reshuffles board committees.

ESG Inc. raised $200,000 in gross proceeds through two one-year convertible notes, each paired with warrants for 18,333 shares at $6.00. The 90% of lowest bid conversion formula introduces variable pricing and potential future equity dilution depending on share performance.

The financing is with accredited investors under a private placement exemption, avoiding immediate registration costs but concentrating influence with two institutional lenders. The short maturity concentrates refinancing or repayment risk around twelve months from issuance.

Board resignations by John Wallace and Cathy Fleming, described as not due to disagreements, leave audit, compensation, and nominating committees in the hands of two remaining directors, Mark Hemmann and Neal Naito. This smaller committee structure may focus oversight but also concentrates governance responsibilities.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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

 

 1 

 

 

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.

 

 2 

 

 

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)

 

 3 

 

 

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  

 

 4 

 

Source: View Original Filing on SEC EDGAR

FAQ

What new financing did ESGH (ESG Inc.) secure in March 2026?

ESG Inc. raised $200,000 in gross proceeds through two private placements of convertible promissory notes, each with a $110,000 principal amount. The financings closed on March 6 and March 9, 2026, and included equity warrants alongside the debt.

How do ESGH’s new convertible notes work and when do they mature?

Each convertible note has a $110,000 principal, bears interest, and matures twelve months after issuance. The notes are convertible into common stock at 90% of the lowest closing bid price over the ten trading days before conversion, potentially increasing dilution if converted.

What warrant coverage did investors receive in ESGH’s March 2026 deals?

Each investor received a common stock purchase warrant to buy 18,333 shares of ESG Inc. common stock. The warrants have an exercise price of $6.00 per share, providing additional potential equity issuance on top of any note conversions.

Were ESGH’s March 2026 securities offerings registered with the SEC?

The offerings were conducted as an unregistered private placement to accredited investors. ESG Inc. relied on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b), as the transactions did not involve a public offering.

What board changes did ESGH disclose in its March 2026 8-K?

On March 12, 2026, John Wallace and Cathy Fleming resigned from ESG Inc.’s board and all committees. The company stated the resignations did not stem from disagreements, and reconstituted committees with Mark Hemmann and Neal Naito serving on all three.

Who are the investors in ESGH’s new convertible note transactions?

The March 6, 2026 transaction was with Monroe Street Capital Partners, LP, and the March 9, 2026 transaction was with Crom Structured Opportunities Fund I, LP. Both investors are described as accredited investors participating in private securities purchase agreements.

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