---
schema_version: "secwatch.filing_event.v1"
accession: "0001520138-26-000069"
form_type: "8-K"
ticker: "ESGH"
cik: "0001883835"
company_name: "ESG Inc."
filed_at: "2026-03-12T23:59:59+00:00"
generated_at: "2026-05-15T13:53:44.820620+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# ESG Inc. issues $220k convertible notes with warrants; two directors resign

## Summary
- Entered Monroe SPA on March 6 and Crom SPA on March 9; each note $110k principal for $100k proceeds.
- Notes bear interest, mature in 12 months, convertible at 90% of lowest closing bid price in prior 10 days.
- Each warrant allows purchase of 18,333 shares at $6.00 per share.
- Directors John Wallace and Cathy Fleming resigned March 12, effective immediately; no disagreement cited.
- Board committees reconstituted with Mark Hemmann and Neal Naito as chairs.

## SEC filing metadata
- accession: 0001520138-26-000069
- form_type: 8-K
- ticker: ESGH
- cik: 0001883835
- company_name: ESG Inc.
- filed_at: 2026-03-12T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/esg-20260306_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001520138-26-000069
- JSON: https://secwatch.observer/filing/0001520138-26-000069.json
- Plain text: https://secwatch.observer/filing/0001520138-26-000069.txt

## Key facts
- Debt Financings
  ESG Inc. incurred convertible notes of $110,000 with Monroe Street Capital Partners, LP at bear interest maturing twelve months from issuance.
  - Instrument: convertible notes
  - Principal: $110,000
  - Counterparty: Monroe Street Capital Partners, LP
  - Rate: bear interest
  - Maturity: twelve months from issuance
  - Event: incurrence
  source text: On March 6, 2026, ESG Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Monroe SPA”) with Monroe Street Capital Partners, LP (the “Monroe Investor”), pursuant to which the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Debt Financings
  ESG Inc. incurred convertible notes of $110,000 with Crom Structured Opportunities Fund I, LP at bear interest maturing twelve months from issuance.
  - Instrument: convertible notes
  - Principal: $110,000
  - Counterparty: Crom Structured Opportunities Fund I, LP
  - Rate: bear interest
  - Maturity: twelve months from issuance
  - Event: incurrence
  source text: On March 9, 2026, the Company entered into a Securities Purchase Agreement (the “Crom SPA”) with Crom Structured Opportunities Fund I, LP (the “Crom Investor”), pursuant to which the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Equity Issuances
  ESG Inc. issued 18,333 shares of warrant to Monroe Street Capital Partners, LP for $6.00 per share.
  - Security: warrant
  - Shares: 18,333 shares
  - Purchaser: Monroe Street Capital Partners, LP
  - Consideration: $6.00 per share
  source text: issued a common stock purchase warrant to purchase 18,333 shares of the Company’s common stock at an exercise price of $6.00 per share (the “Monroe Warrant”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Equity Issuances
  ESG Inc. issued convertible note to Monroe Street Capital Partners, LP for $100,000 in gross proceeds.
  - Security: convertible note
  - Purchaser: Monroe Street Capital Partners, LP
  - Consideration: $100,000 in gross proceeds
  source text: the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds (the “Monroe Note”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Equity Issuances
  ESG Inc. issued convertible note to Crom Structured Opportunities Fund I, LP for $100,000 in gross proceeds.
  - Security: convertible note
  - Purchaser: Crom Structured Opportunities Fund I, LP
  - Consideration: $100,000 in gross proceeds
  source text: the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds (the “Crom Note”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Equity Issuances
  ESG Inc. issued 18,333 shares of warrant to Crom Structured Opportunities Fund I, LP for $6.00 per share.
  - Security: warrant
  - Shares: 18,333 shares
  - Purchaser: Crom Structured Opportunities Fund I, LP
  - Consideration: $6.00 per share
  source text: issued a common stock purchase warrant to purchase 18,333 shares of the Company’s common stock at an exercise price of $6.00 per share (the “Crom Warrant”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Material Agreements
  ESG Inc. entered into Securities Purchase Agreement with Crom Structured Opportunities Fund I, LP valued at principal amount of $110,000 (effective 2026-03-09).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Crom Structured Opportunities Fund I, LP
  - Value: principal amount of $110,000
  - Effective: 2026-03-09
  source text: On March 9, 2026, the Company entered into a Securities Purchase Agreement (the “Crom SPA”) with Crom Structured Opportunities Fund I, LP (the “Crom Investor”), pursuant to which the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds (the “Crom Note”) and issued a common stock purchase warrant to purchase 18,333 shares of the Company’s common stock at an exercise price of $6.00 per share
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm
- Material Agreements
  ESG Inc. entered into Securities Purchase Agreement with Monroe Street Capital Partners, LP valued at principal amount of $110,000 (effective 2026-03-06).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Monroe Street Capital Partners, LP
  - Value: principal amount of $110,000
  - Effective: 2026-03-06
  source text: On March 6, 2026, ESG Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Monroe SPA”) with Monroe Street Capital Partners, LP (the “Monroe Investor”), pursuant to which the Company issued a convertible promissory note in the principal amount of $110,000 in exchange for $100,000 in gross proceeds (the “Monroe Note”) and issued a common stock purchase warrant to purchase 18,333 shares of the Company’s common stock at an exercise price of $6.00 per share
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883835/000152013826000069/0001520138-26-000069-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.