ESG Inc. Files 8-K: Material Agreements, Equity Sales, Accountant Change

TL;DR

ESG Inc. dropped an 8-K: new deals, sold stock, changed accountants. Big moves.

AI Summary

On August 8, 2025, ESG Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The report also notes changes in the registrant's certifying accountant and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by ESG Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 000-56532 — SEC File Number (Identifies the specific filing with the SEC.)
• 87-1918342 — IRS Employer Identification No. (Tax identification number for ESG Inc.)

Key Players & Entities

• ESG Inc. (company) — Registrant
• August 8, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 433 East Hillendale Rd. Chadds Ford , PA (address) — Business address
• PLASMA INNOVATIVE INC. (company) — Former company name

FAQ

Key Financial Figures

• $275,000 — te in the aggregate principal amount of $275,000 (the "Convertible Note") for an aggrega
• $250,000 — ote") for an aggregate cash purchase of $250,000 in reliance on an exemption from regist
• $6.00 — stock at an initial price per share of $6.00 to the Purchaser. The Convertible Note

Filing Documents

• esg-20250808_8k.htm (8-K) — 30KB
• esg-20250808_8kex10z1.htm (EX-10.1) — 156KB
• esg-20250808_8kex10z2.htm (EX-10.2) — 111KB
• esg-20250808_8kex16z1.htm (EX-16.1) — 3KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 7KB
• image_003.jpg (GRAPHIC) — 6KB
• 0001520138-25-000246.txt ( ) — 564KB
• esgh-20250808_lab.xml (EX-101.LAB) — 33KB
• esgh-20250808_pre.xml (EX-101.PRE) — 22KB
• esgh-20250808.xsd (EX-101.SCH) — 3KB
• esg-20250808_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2025, ESG Inc., a Nevada corporation (the " Company") entered into a securities purchase agreement (the "Purchase Agreement") with Labrys Fund II, L.P. (the "Purchaser") and issued to the Purchaser convertible promissory note in the aggregate principal amount of $275,000 (the "Convertible Note") for an aggregate cash purchase of $250,000 in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) thereunder. As additional consideration for the purchase of the Note, the Company issues a common stock purchase warrant to purchase 45,833 shares of common stock at an initial price per share of $6.00 to the Purchaser. The Convertible Note bear interest at a rate of 10% per annum and matures on the twelve (12) months from the Issue Date. The Purchaser may have conversion rights at the date that an Event of Default occurs or the date that the Company failed to pay any Amortization Payment to convert the Convertible Note 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. In connection with the issuance upon conversion of the Note and exercise of the Warrants, the Company initially reserves 340,149 shares of the Company's common stock. The Convertible Note has others features, including but not limited to, an increased interest rate upon default. The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the complete form documents attached as exhibits 10.1 and 10.2 hereto.

03 Creation of Direct Financial Obligation

Item 2.03 Creation of 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 Note represents indebtedness of the Company.

02 Unregistered Sale of Equity Securities

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 Purchaser is an accredited investor (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 and/or Rule 506(b) thereunder because the securities were issued in a transaction not involving a public offering.

01 Change in Registrant ' s

Item 4.01 Change in Registrant ' s Certifying Accountant On August 7, 2025, ESG Inc. ( " Company") terminated Prager Metis CPAs, LLC ( " Former Auditor") as its independent registered public accounting firm. On August 7, 2025, the Company hired Boladale Lawal & Co. ( " New Auditor") as its independent registered public accountant firm which was approved by the Company. 2 Pursuant to applicable rules, the Company makes the following additional disclosures: (a) The Former Auditor ' s audit report on the financial statements of the Company as at and for the fiscal year ended December 31, 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph in respect to uncertainty as to the Company ' s ability to continue as a going concern. (b) During fiscal year ended December 31, 2024 and through August 7, 2025, there were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the Former Auditor ' s satisfaction would have caused it to make reference thereto in connection with the Former Auditor ' s reports on the financial statements for such year. During fiscal year ended December 31, 2024 and through August 7, 2025, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K. (c) During fiscal year ended December 31, 2024 and through August 7, 2025, the Company did not consult with the New Auditor with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated as of August 5, 2025, by and between ESG Inc. and Labrys Fund II, L.P. 10.2 Form of Note, dated as of August 5, 2025, issued by ESG Inc. in favor of Labrys Funds II, L.P. 16.1 Letter from Prager Metis CPA dated August 8 , 2025 3

SIGNATURES

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: August 8, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR