ESG Inc. 8-K

What Happened

• On April 10, 2026, ESG Inc. (a Nevada corporation) entered into a Split-Off and Share Exchange Agreement with DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd., and Weiwei Gao. Under the agreement, ESG Inc. will distribute 100% of the issued and outstanding shares of ESG China Limited to those parties in exchange for the surrender, redemption, retirement and cancellation of an aggregate 10,432,800 shares of ESG Inc. common stock (DCG: 7,632,800; Alonzo: 1,400,000; Ever Vast: 420,000; Gao: 980,000).
• The agreement states that liabilities tied to ESG China and its downstream China operations are intended to remain with the applicable China operating entity(ies) (not with ESG Inc. or its non‑China affiliates), and includes contractual release provisions in favor of the Company and its non‑China affiliates. DCG and Alonzo also entered a related Share Surrender, Support and True‑Up Agreement to facilitate Alonzo’s delivery of his shares.

Key Details

• Agreement date: April 10, 2026. Closing is subject to approvals by the Company’s Special Committee and Board, any required stockholder written consent, completion of Schedule 14C process and waiting period, receipt of shares to be canceled, and customary transfer documents.
• Shares to be canceled on closing: 10,432,800 total (7,632,800 DCG; 1,400,000 Alonzo; 420,000 Ever Vast; 980,000 Gao).
• Post‑split focus: ESG Inc. intends to continue its North America business through ESG Provisions, Inc., centered on mushroom‑based snacks and alternative protein products (including Moku brand mushroom jerky, mushroom chips, formed crisp products, and related prepared foods).
• Commercial work: Company is evaluating a proposed Moku relaunch with a Louisville co‑packer (plant trials required) and working with Pennsylvania co‑packers to scale other mushroom products; any commercial manufacturing remains subject to further agreements and there is no assurance on timing or success.

Why It Matters

• If completed, the transaction will remove ESG China from ESG Inc.’s corporate structure and result in cancellation of 10,432,800 shares, changing the company’s issued common stock count by that amount.
• The deal is intended to ring‑fence China operations and associated liabilities with the China entities and provide releases for ESG Inc. and its non‑China affiliates, while refocusing ESG Inc.’s ongoing operations on North American food product development and potential product relaunches.
• The split‑off remains conditional on corporate approvals and regulatory processes (Schedule 14C), so investors should note the transaction is not final and timing/outcome is uncertain.