ESG Inc. 8-K

What Happened
ESG Inc. (ESGH) announced on February 8, 2026 that it entered an Intellectual Property & Brand License Agreement with Moku Foods, Inc. effective that same date. The agreement grants ESG an exclusive, royalty-free license to use certain trademarks, service marks and brand assets for mushroom snack products in North America and Asia for an initial ten-year term. The license acknowledges a pre-existing security interest held by a third‑party financial institution and includes specified "Step‑In Rights" and escrow protections to address potential enforcement actions by that creditor.

Key Details

• License effective date: February 8, 2026; initial term: 10 years; territory: North America and Asia; royalty‑free and exclusive for the specified products.
• Pre-existing third‑party security interest on the licensed IP is acknowledged; agreement provides Step‑In Rights and escrow protections to help the Company maintain operations or acquire assets if enforcement occurs.
• As contingent consideration, ESG issued 23,131 shares into a book‑entry escrow/suspense account on February 8, 2026 with a stated value of $100,000 (per‑share price = 80% of the 5‑day average closing price before the license execution).
• On February 6, 2026, Labrys Fund II, L.P. converted $11,720.52 of accrued interest/fees into 2,800 shares at $4.1859 per share; these issuances were unregistered and relied on Section 3(a)(9) or Section 4(a)(2) exemptions.

Why It Matters
The license gives ESG rights to established branding for mushroom snack products across two major regions, which could support product launches or market expansion. The contract’s Step‑In Rights and escrow measures aim to reduce the operational risk posed by a third‑party lien on the licensed IP, but the filing confirms that creditor interests exist. The stock issuances (23,131 contingent shares and 2,800 shares from a debt conversion) alter the company’s share count and are dilutive to existing shareholders; the Labrys conversion also reduced accrued obligations on ESG’s balance sheet. Investors should note these concrete changes to ESG’s intellectual property position and capitalization when evaluating the company.