ESG Inc. Announces Split-Off and Share Exchange Agreement: Major Corporate Restructuring

Chadds Ford, PA, April 13, 2026 – ESG Inc., a Nevada corporation formerly known as Plasma Innovative Inc., has entered into a significant Split-Off and Share Exchange Agreement on April 10, 2026. This material event, disclosed via Form 8-K, represents a transformative step for the company and could have substantial implications for shareholders and the company’s future strategic direction.

Key Points of the Announcement

• Transaction Structure: ESG Inc. is executing a Split-Off and Share Exchange Agreement with the following parties:
  • DCG China Limited (Hong Kong company)
  • Christopher Alonzo (individual shareholder)
  • Ever Vast Development Ltd. (British Virgin Islands company)
  • Gao (individual shareholder)
• Share Surrender (Exchange): At closing, the following amounts of ESG Inc. common stock will be surrendered to the Company for cancellation:
  • DCG: 7,632,800 shares
  • Alonzo: 1,400,000 shares
  • Ever Vast: 420,000 shares
  • Gao: 980,000 shares

  This totals 10,432,800 shares to be surrendered and cancelled, which could represent a substantial reduction in the Company’s outstanding shares, potentially impacting the share price due to changes in the public float and ownership structure.

• Asset Divestiture: ESG Inc. will transfer its entire ownership of ESG China (a Hong Kong subsidiary) to the participating shareholders. No further transfer of Hainan or UFP entities is required, as per the agreement.
• Corporate Approvals Required: The deal is subject to:
  • Approval by a special committee of disinterested directors
  • Approval by the full Board of Directors (with conflicted directors recused)
  • Stockholder approval by written consent, if required
  • Completion of any federal securities law information statement process (e.g., Schedule 14C)
• Closing Conditions:
  • Receipt of surrendered shares for cancellation
  • Delivery of customary transfer documents for ESG China shares
  • Completion of ministerial book-entry transfers and support transfers as needed
• Legal and Regulatory Compliance: The company must comply with all federal securities-law information-statement procedures and any Hong Kong legal requirements for the transfer of ESG China.

Implications for Shareholders

• Reduction in Outstanding Shares: The surrender and cancellation of over 10 million shares could materially increase the ownership percentage of remaining shareholders, potentially making the shares more valuable if the company’s future prospects are favorable.
• Change in Corporate Structure and Focus: By splitting off ESG China, the company is divesting a significant subsidiary. This may indicate a strategic shift in business focus, and investors should watch for announcements about the company’s new direction or planned asset acquisitions.
• Potential for Share Price Volatility: The reduction in share count and the divestiture of an international subsidiary are both events that could lead to significant movements in ESG Inc.’s share price, depending on market perception of the deal’s value and future company strategy.
• No Trading Symbol or Exchange Listing: As of the filing date, ESG Inc.’s shares are not listed on any national exchange, and there is no trading symbol. Investors should be aware of the liquidity and reporting implications of this status.

Other Important Details

• Corporate Name History: The company was formerly known as Plasma Innovative Inc. and changed its name to ESG Inc. on September 20, 2021.
• Leadership: The agreement was signed by CEO Zhi Yang on April 13, 2026.
• Emerging Growth Company Status: ESG Inc. confirms that it is not an emerging growth company, potentially subjecting it to more stringent regulatory reporting standards.

What Investors Should Watch For

• Finalization and execution of the split-off and share exchange agreement after all required approvals
• Any announcements regarding the company’s future business strategy following the divestiture of ESG China
• Changes in share count as reflected in upcoming periodic reports
• Potential moves to re-list or change trading status

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with their financial advisor before making investment decisions. The information is based on the company’s Form 8-K and related exhibits as of April 10-13, 2026, and may be subject to change.

View ESG Inc. Historical chart here