8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

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Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 27, 2025, the Board of Directors of the Company appointed Edward F. Gobora as Chief Financial Officer of the Company, effective immediately. Mr. Zhi Yang, who previously served as the Company’s Chief Financial Officer, will no longer hold that position as of such date.

Mr. Gobora, age 59, currently serves as President and Chief Executive Officer of Main Line Advisory, LLC. He is also a founder of Miami International Holdings, Inc., the parent company of the MIAX Options Exchange. Prior to founding MIAX, Mr. Gobora was employed by Merrill Lynch in Princeton and London, where he served as Global Head of Currency Management and Head of the Global Bond Team from 1988 to 2001.

Mr. Gobora earned a Bachelor of Science in Business Administration from Bloomsburg University of Pennsylvania. In addition to his professional experience, Mr. Gobora has been a long-standing member of the First Troop Philadelphia City Cavalry and served as its Executive Officer for eight years.

Compensatory Arrangements

In connection with his appointment as Chief Financial Officer, the Company and Mr. Gobora have not yet entered into a formal employment agreement. Both the Company and mr. Gobora agreed on the annual compensation as CFO to be in Company shares valued at $60,000. His share compensation will be pro-rated quarterly based on the average closing share price of the last five trading days of the quarter. Such shares will be issued him every six months by directive to the transfer agent.

Related Party Transactions

There are no arrangements or understandings between Mr. Gobora and any other person pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Gobora and any director or executive officer of the Company, and there are no related-party transactions in which Mr. Gobora has or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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ESG Inc. Announces Appointment of Edward F. Gobora as Chief Financial Officer

Chadds Ford, PA – August 28, 2025 - ESG Inc. (OTCQB: ESGH), a sustainable and technology driving plant based food related company consistent with the principles of Environment, Sustainable and Governance investing, is pleased to announce the appointment of Edward F. Gobora as Chief Financial Officer, effective on August 27, 2025. Mr. Gobora succeeds Zhi Yang, who previously served in the role.

Mr. Gobora brings more than three decades of experience in financial strategy, capital markets, and executive leadership. He currently serves as President and Chief Executive Officer of Main Line Advisory,LLC, and is a founder of Miami International Holdings, Inc., the parent company of the MIAX Options Exchange. Earlier in his career, Mr. Gobora held senior leadership roles at Merrill Lynch in Princeton and London, including Global Head of Currency Management and Head of the Global Bond Team from 1988 to 2001.

Mr. Gobora earned a Bachelor of Science in Business Administration from Bloomsburg University of Pennsylvania. He has also been a long-standing member of the First Troop Philadelphia City Cavalry, where he served as Executive Officer for eight years.

“We are thrilled to welcome Ed to the ESG team,” said Zhi Yang**, Chief Executive Officer of ESG Inc.** “His deep expertise in global financial markets and proven leadership will be instrumental as we continue to execute on our growth strategy and deliver value for our shareholders.”

About ESG Inc.

Based in Chadds Ford, Pennsylvania, ESG was incorporated in July 2021 as a Nevada corporation to develop and operate sustainable plant based food and ingredients production and distribution with the substantial experience of its management team, the board of directors and the advisory board, including expertise and relationships in the industry of mushroom, agriculture and food in the world and the capital markets in the States. ESG's core business philosophy is to develop and operate sustainable and technology driving food related businesses consistent with the principles of Environment, Sustainable and Governance investing.

Forward-Looking Statements

This press release may contain forward-looking statements that are subject to risks and uncertainties. These statements are based on current expectations and assumptions and are not guarantees of future performance. Actual results may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements.

For Investor Relations, Contact:

Thomas Yang

CEO

ESG Inc.

Phone: 267 467 5871

Email: tyang@esgfood.net

Website: www.esgfood.net