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:

1

Item 1.01 Entry into a Material Definitive Agreement.

On February 8, 2026 (the “Effective Date”), ESG Inc. (the “Company”) entered into an Intellectual Property & Brand License Agreement (the “License Agreement”) with Moku Foods, Inc. (“Moku”). Pursuant to the License Agreement, Moku granted the Company an exclusive, royalty-free license to use certain trademarks, service marks, and brand assets (the “Licensed IP”) for mushroom snack products in North America and Asia. The License Agreement has an initial term of ten (10) years.

The License Agreement contains customary protections for the Company regarding the Licensed IP. Specifically, it acknowledges that the Licensed IP is subject to a pre-existing security interest held by a third-party financial institution. To mitigate potential risks, the Agreement provides the Company with specific “Step-In Rights” and escrow protections in the event of any enforcement action by such third party, ensuring the Company’s ability to maintain operations or acquire the assets under specified conditions.

The foregoing description is qualified in its entirety by reference to the License Agreement, filed as Exhibit 10.1.

Item 2.04 Triggering Events That Accelerate or Increase a DirectFinancial Obligation.

In connection with the Company's ongoing efforts to manage its balance sheet and capitalize on the License Agreement described in Item 1.01, the Company has addressed certain outstanding obligations under the Promissory Note dated August 6, 2025, held by Labrys Fund II, L.P. (the “Note”).

The Company did not satisfy the 180-day amortization payment required under the Note. This triggered the Holder’s right to convert the outstanding balance into common stock at the default conversion price (90% of the lowest closing bid price). To satisfy the obligation, the Holder has elected to convert a portion of the Note into equity on February 6, 2026, as further described in Item 3.02. This conversion allows the Company to reduce its cash debt obligations as it pivots toward the execution of the Moku License Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

Moku License Consideration. On February 8, 2026, in connection with the Intellectual Property & Brand License Agreement (the “License Agreement”) with Moku Foods, Inc. (“Moku”), the Company issued 23,131 shares of its common stock into a book-entry escrow/suspense account as contingent consideration with a stated value of $100,000. The number of shares was determined based on a per-share price equal to 80% of the average closing price of the Company’s common stock for the five (5) trading days immediately preceding the execution date of the License Agreement, with fractional shares rounded down.

Labrys Note Conversion. On February 6, 2026, Labrys Fund II, L.P. (“Labrys”) converted $11,720.52 of accrued interest and fees under the Company’s self-amortizing promissory note dated August 6, 2025, and the Company issued 2,800 shares of common stock to Labrys at a conversion price of $4.1859 per share.

2

The foregoing securities were issued without registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) thereof; alternatively, the issuance was exempt under Section 4(a)(2).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections about future events and are not guarantees of future performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements include, among others, statements regarding: (i) the Company’s ability to successfully integrate and commercialize the Licensed IP under the License Agreement with Moku; (ii) the anticipated benefits of the License Agreement, including market expansion into North America and Asia; (iii) the effectiveness of protective "Step-In Rights" and escrow arrangements in mitigating third-party lien risks; (iv) the impact of the Labrys Note conversion on the Company’s capital structure and liquidity; and (v) the Company’s future operating results and business strategy.

Forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict. Actual results may differ materially from those expressed or implied by such statements. Factors that could cause actual results to differ include, among others: the Company’s ability to generate revenue from the Licensed IP; the risk of enforcement actions by Moku’s creditors against the Licensed IP; the dilutive effect of future debt conversions; potential disputes regarding milestone-based share releases; and other factors described in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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.

4

INTELLECTUAL PROPERTY & BRAND LICENSE AGREEMENT

(Summary/Redacted Exhibit – Schedules and Certain Terms Omitted)

This Intellectual Property & Brand License Agreement (this “Agreement”) is entered into as of February 8, 2026 (the “Effective Date”) by and between Moku Foods, Inc., a Delaware corporation (“Licensor”), and ESG Inc., a Nevada corporation (“Licensee” or “Company”).

1. Licensed IP; Purpose. Licensor owns and/or controls certain intellectual property and brand assets used in connection with mushroom snack products, including jerky, and grants Licensee a time-limited right to use such assets in the Territory (as defined in the Agreement) for development and operation of the business.

2. Existing Secured Lien; Default. The parties acknowledge that Licensor has a credit facility with JPMorgan Chase Bank, N.A. (“Chase”), that Chase holds a security interest and lien on substantially all assets of Licensor including “general intangibles” that may include trademarks and related IP (the “Chase Lien”), and that Licensor is currently in default under such facility. Licensee is not relying on any release, consent, waiver, or non-disturbance from Chase. Licensee acknowledges Chase may enforce rights that could impair or terminate Licensee’s ability to use some or all licensed IP. Risk allocation provisions allow Licensee to suspend use, stop escrow releases, and/or terminate upon specified enforcement-related events.

3. Grant; Exclusivity; Sublicense. Subject to the terms of the Agreement, Licensor grants Licensee an exclusive license during the term to use the licensed IP in the defined field and territory to develop, manufacture, market, distribute, and sell products. Licensee may sublicense to its designated operating subsidiary/affiliate, subject to Licensee responsibility for compliance.

4. Term. The Agreement term is ten (10) years from the Effective Date unless earlier terminated pursuant to the Agreement.

5. Equity Consideration; Escrow; Release Schedule.

(a) Consideration. As consideration for the license rights, Licensee agreed to cause to be issued to an escrow agent an aggregate number of shares of Licensee common stock having a value of US$100,000 (the “Escrowed Shares”). The per-share price used to determine the number of Escrowed Shares is equal to eighty percent (80%) of the average closing price of Licensee’s common stock for the five (5) trading days immediately preceding the execution date of the Agreement. Fractional shares are rounded down.

(b) Escrow; No Rights Until Release. The Escrowed Shares are held in escrow and Licensor has no beneficial ownership, voting, dividend, or transfer rights unless and until released per the Agreement.

(c) Scheduled Releases. Subject to no enforcement-related event being determined by Licensee in good faith to have occurred and be continuing, the escrow agent releases Escrowed Shares to Licensor on the 3rd anniversary (30%), 6th anniversary (additional 30%), and 10th anniversary (remainder).

(d) Stop-Release. Upon written notice by Licensee that an enforcement-related event has occurred or is threatened in writing, all unreleased Escrowed Shares remain in escrow and may be returned to Licensee for cancellation/treasury or held pending resolution pursuant to escrow instructions.

6. Option to Purchase Licensed IP upon Enforcement-Related Event. Upon a defined enforcement-related event (including certain enforcement actions by Chase or insolvency events), Licensor grants Licensee an option to purchase Licensor’s right, title, and interest in the licensed IP, subject to the Chase Lien and any other disclosed liens, for the lesser of (i) the outstanding Chase payoff amount stated in a payoff letter (or reasonable estimate if not available) and (ii) US$100,000, plus $1.00, with certain credits for any cure payments made by Licensee.

7. Termination; Sell-Off. Licensee may terminate immediately upon a defined enforcement-related event or if continued use presents material legal exposure. Following termination, Licensee has limited sell-off rights for existing inventory for up to ninety (90) days, subject to quality control.

8. Confidentiality. The Agreement contains customary confidentiality provisions, including customary securities-law disclosure carveouts.

9. Governing Law. Delaware.

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