ESG Inc. (ESGH): auditor change — 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.

item 1.01 item 2.03 item 3.02 item 4.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.99

ESG Inc. dismissed Prager Metis CPAs, LLC as its auditor.

Action: dismissal
Auditor: Prager Metis CPAs, LLC

Exact text from the filing

On August 7, 2025, ESG Inc. ( “ Company”) terminated Prager Metis CPAs, LLC ( “ Former Auditor”) as its independent registered public accounting firm.

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ESG Inc. incurred convertible notes of $275,000 with Labrys Fund II, L.P. at 10% per annum maturing twelve (12) months from the Issue Date.

Instrument: convertible notes
Principal: $275,000
Counterparty: Labrys Fund II, L.P.
Rate: 10% per annum
Maturity: twelve (12) months from the Issue Date
Event: incurrence

Exact text from the filing

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

View on SEC.gov

19 auditor changes filed in the last 30 days. Browse all auditor changes →

ESG Inc. filing history →

Source: SEC EDGAR

accession 0001520138-25-000246

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.