ESG Inc.: control share sale for 9,641,110 shares (61.836%)

What happened ESG Inc reported that on Oct 15, 2026 DCG China Limited, BevPoint Capital LP and ESG Inc entered into a Control Share Purchase and Transfer Agreement under which DCG agreed to sell to BevPoint 9,641,110 shares of the company’s common stock, par value $0.001 per share. The agreement states the Control Shares represented approximately 61.836% of the company’s common stock based on the capitalization reflected therein. The purchase price is $250,000, payable as $125,000 in immediately available funds at the closing and a $125,000 promissory note due six months after the closing. As of the date of the report, the closing has not occurred and there has been no change in control.

Key details

• Purchase price: $250,000 total; $125,000 at closing and a $125,000 promissory note due six months after closing.
• Closing conditions include expiration of the applicable Rule 14f-1 period, effectiveness of a lender agreement, completion of officer and director transition documentation, and absence of injunction or law prohibiting transfer.
• The agreement contemplates a possible later issuance of one share of Series A Control Preferred Stock that, together with the Control Shares, could provide the buyer not less than 90% of outstanding voting power; that preferred share would not be consideration for the Control Shares and would require separate board action.
• On Oct 15, 2026 the board approved one-time restricted common stock awards totaling 94,045 shares to officers and directors: Zhi Yang, chief executive officer and director, $118,000 value, 62,461 restricted shares; Edward F. Gobora, chief financial officer, $30,000 value, 15,880 restricted shares. The 94,045 shares represent approximately 0.60% of 15,591,376 shares outstanding before the awards; after issuance 15,685,421 shares would be outstanding and the 9,641,110 Control Shares would represent approximately 61.47% of the resulting outstanding common stock.

Why it may matter This report was filed under Item 1.01 (entry into a material definitive agreement) covering the control share purchase agreement and related terms, and Item 5.02 (departure of directors or certain officers; election of directors) covering the one-time restricted stock awards to officers and directors. This filing does not show why the insider traded or why the company acted.