ESG Inc 8-K, filed May 27, 2026
ESG Inc. (ESGH)
About this 8-K
ESG Inc filed this 8-K on May 27, 2026, reporting on events of May 21, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On May 21, 2026, Joseph F. Rossetti notified ESG Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors, effective immediately. Mr. Rossetti’s resignation also included his resignation from all committees of the Board on which he served. Mr. Rossetti confirmed that his resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On May 21, 2026, the remaining members of the Board of Directors of the Company appointed Richard Xie to the Company’s Board of Directors, effective immediately, to fill the vacancy created by Mr. Rossetti’s resignation.
Mr. Xie, 55, has substantial experience in finance, fund management, corporate finance and investment management in both China and the United States. Mr. Xie currently serves as Chief Executive Officer of Kapital Max Inc. Mr. Xie previously served as an investment project manager at an investment management firm, where he managed and oversaw investment projects and contributed to the development of the company’s asset portfolio. Mr. Xie also served as an executive officer of KM International, where he directed multiple companies through initial public offerings and OTC market upgrades and provided strategic guidance on corporate finance and investment management. Mr. Xie holds a Doctorate in Accounting from Jinan University and credentials as a Certified Chinese Tax Accountant and CFA charterholder.
The Board of Directors determined that Mr. Xie qualifies as an independent director under the applicable standards of the OTCQB Market. The Board of Directors also determined that Mr. Xie is financially sophisticated and qualified to serve on the Audit Committee of the Board.
Effective upon his appointment to the Board, Mr. Xie was also appointed as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board. Mr. Xie was further appointed as Chair of the Audit Committee and Chair of the Compensation Committee.
There are no arrangements or understandings between Mr. Xie and any other persons pursuant to which Mr. Xie was appointed as a director of the Company. There are no family relationships between Mr. Xie and any director or executive officer of the Company. Since the beginning of the Company’s last fiscal year, there have been no transactions involving the Company and Mr. Xie that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Xie has not at this time entered into any compensatory arrangement with the Company in connection with his service as a director. Any future compensatory arrangement, if entered into, will be disclosed as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 17.1 | Resignation Letter of Joseph F. Rossetti, dated May 21, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| /s/ Zhi Yang | |
| Zhi Yang | |
| CEO | |
| Date: May 27, 2026 |
EXHIBIT 17.1
May 21, 2026
VIA EMAIL
Board of Directors
ESG Inc.
433 East Hillendale Road
Chadds Ford, PA 19317
Re: Resignation from Board of Directors
Ladies and Gentlemen:
I hereby resign from my position as a Director of ESG Inc., a Nevada corporation (the “Company”), effective immediately. This resignation includes my resignation from any committees of the Board on which I serve, effective as of the same time.
I confirm that my resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Thank you for the opportunity to serve the Company.
| Sincerely, | |
| Joseph F. Rossetti |