Here are the 8-K filings from ESG Inc (ESGH) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow ESGH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ESGH filings page.
ESG Inc. (ESGH) disclosed that TQ International, PLLC (formerly Tang Qian & Associates, PLLC) resigned as its independent registered public accounting firm, effective October 26, 2026; the resignation was not a dismissal by the company. The board approved Shah Teelani & Associates as the new auditor on October 26, 2026. Its executed engagement initially covers review of interim financial information for the three- and nine-month periods ended September 30, 2026, under PCAOB AS 4105.
ESG Inc. stated there were no disagreements with TQ or reportable events during its two most recent fiscal years and the subsequent interim period through October 26, 2026. TQ’s report on the financial statements for the fiscal year ended December 31, 2025, included an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern; the report contained no adverse opinion or disclaimer and was not qualified or modified as to audit scope or accounting principles, except for that paragraph. TQ did not issue an audit report for fiscal year ended December 31, 2024. CEO Zhi Yang signed the report.
ESG Inc. entered an agreement for DCG China Limited to sell BevPoint Capital LP 9,641,110 common shares for $250,000; ESG Inc. will receive none of the price. At closing, BevPoint is to pay DCG China Limited $125,000 in immediately available funds and deliver a $125,000 note due six months after the Closing Date. As of October 15, 2026, closing had not occurred and control had not changed. Conditions include expiration of the Rule 14f-1 period, effectiveness of the referenced lender agreement, transition documents, and no injunction or applicable law prohibiting the transfer.
Subject to closing conditions and expiration of the Rule 14f-1 period, incumbent officers and directors are expected to resign and Buyer-designated successors are expected to be appointed at Closing. A later business combination could involve issuance of one share of Series A Control Preferred Stock, requiring separate Board approval, with voting rights sufficient alongside the Control Shares to provide BevPoint not less than 90% of voting power; it is neither consideration nor a closing condition. One-time restricted awards effective October 15, 2026 were approved for Chief Executive Officer and Director Zhi Yang and Chief Financial Officer Edward F. Gobora. Following issuance of all 94,045 authorized award shares, common shares outstanding would be 15,685,421 and the Control Shares would represent approximately 61.47%.
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. 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.
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.
ESG Inc. reported a change in its independent auditor. On February 18, 2026, Boladale Lawal & Co. resigned as the company’s independent registered public accounting firm, and the board approved the engagement of Tang Qian & Associates, PLLC as the new auditor.
Boladale’s work had been limited to reviewing unaudited interim financial information for the quarters ended June 30, 2025 and September 30, 2025, and it had not issued any audit reports on annual financial statements. ESG Inc. states there were no disagreements with Boladale on accounting principles, financial statement disclosure, or audit scope, and no reportable events as defined in Regulation S-K.
Boladale indicated its resignation stemmed from regulatory, logistical, and resource constraints, including restrictions on cross-border sharing of audit workpapers for China-based operations, and not from any disagreement with ESG Inc. The company has requested a confirming letter from Boladale to be filed as Exhibit 16.1.
ESG Inc. entered a 10-year Intellectual Property & Brand License Agreement with Moku Foods, gaining an exclusive, royalty-free license to use Moku’s trademarks and brand assets for mushroom snack products in North America and Asia. The deal includes step-in rights and escrow protections to address a pre-existing security interest over the licensed assets held by a third-party lender.
As consideration for the license, ESG issued 23,131 shares of common stock into an escrow account, with a stated value of $100,000. Separately, after missing a 180-day amortization payment on a promissory note held by Labrys Fund II, L.P., Labrys converted $11,720.52 of accrued interest and fees into 2,800 shares at $4.1859 per share, reducing cash debt obligations. Both equity issuances were made without registration under exemptions from the Securities Act.
ESG Inc. (ESGH) reported two material agreements and an operations update. The company signed a non-binding Letter of Intent to acquire 100% of Panco Foods Inc. for approximately $10 million, payable in ESG common stock, with terms to be finalized after due diligence and approvals. The parties aim to negotiate and execute a definitive agreement within about 45 days.
ESG also engaged Craft Capital Management LLC as exclusive financial advisor for six months to support the proposed acquisition and related financing, with a retainer and success fees based on gross proceeds from Craft-introduced financings.
Separately, ESG temporarily suspended production at its primary facility as part of an EPA-approved compliance installation. Construction affected composting conditions, leading to disposal of certain batches and no fresh mushroom sales in September 2025. Operations are expected to remain suspended for approximately three months, after which the company anticipates resuming normal operations with enhanced capacity and compliance. ESG does not currently expect a material impairment of assets.