ESG Inc. issues $275K convertible note to Labrys Fund II; changes auditor from Prager Metis to Boladale Lawal

ESG Inc.

Entered securities purchase agreement with Labrys Fund II for $275K convertible note, net cash proceeds of $250K after fees.
Note bears 10% interest, matures in 12 months; convertible at 90% of lowest closing bid price over prior 10 trading days.
Issued warrant to purchase 45,833 shares at $6.00 per share as additional consideration.
Terminated Prager Metis CPAs, LLC as auditor on August 7, 2025; hired Boladale Lawal & Co. same day.
Prior audit report for FY2024 included a going concern explanatory paragraph; no disagreements with former auditor.

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