8-K
Earth Science Tech, Inc. (ETST)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2025
Commission
File No. 000-55000
EARTH
SCIENCE TECH, INC.
(Exact name of registrant as specified in its charter)
| florida | 45-4267181 |
|---|---|
| (State<br> or other jurisdiction of | (I.R.S.<br> Employer |
| incorporation<br> or organization) | Identification<br> No.) |
8950SW 74 ^th^ CT
Suite1401
Miami,FL 33156, USA
(Address of principal executive offices, zip code)
(305)724-5684
(Registrant’s telephone number, including area code)
8950SW 74 ^th^ CT
Suite101
Miami,FL 33156, USA
(Former name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock $0.001 par value | ETST | Over<br> the Counter Bulletin Board |
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:
| ☐ | Written<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Item7.01 Regulation FD Disclosure
On May 6, 2025, Earth Science Tech, Inc., a Florida corporation (the “Company”) issued a press release (the “Release”), sharing the annual letter from its Chief Executive Officer (CEO) for the fiscal year ended March 31, 2025.
The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on May 6, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| **** | EARTH SCIENCE TECH, INC. | |
|---|---|---|
| Dated: May 6, 2025 | By: | /s/ Giorgio R. Saumat |
| Giorgio<br> R. Saumat | ||
| **** | Its: | CEO and Chairman of the Board |
Exhibit99.1
EarthScience Tech, Inc. Annual Shareholder Letter FY Ending 03/31/2025
Miami, FL, May 06, 2024, Earth Science Tech, Inc. (OTC: ETST) (“ETST” or “Company”), a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses.
Dear Shareholders,
It is with great pride and appreciation that I present to you the 2024 Annual Shareholder Letter for Earth Science Tech, Inc. This past year has been a milestone period of growth, operational focus, and strategic execution across our organization.
As a holding company committed to the optimization and long-term success of our subsidiaries, our core mission remains to unlock value through operational excellence and smart capital stewardship. I am pleased to report that our disciplined approach has yielded exceptional financial and operational results in FY Ending March 31st, 2025.
FinancialPerformance
Earth Science Tech, Inc. delivered record-breaking results this year, highlighted by a PROJECTED net income of $3.6 million, representing a PROJECTED 340% increase year-over-year. The company is PROJECTED to surpass revenue of $32 million for the FY ending March 31st, 2025, representing a PROJECTED increase of 175%. Our earnings per share (EPS) are PROJECTED to be $0.01, marking a strong return on our capital and a clear indication of the underlying profitability across our businesses.
In addition, we significantly strengthened our financial position, increasing total assets to a PROJECTED $7.2 million, a PROJECTED85% growth compared to the prior fiscal year. This expansion reflects both the intrinsic growth of our subsidiaries and our ability to deploy capital into high-yielding, strategically aligned investments in our subsidiaries.
StrategicProgress
The FY ending March 31st, 2025 was a year of execution. Our focus was not simply on growth, but on optimizing the operational frameworks of our holdings to support scalable, sustainable expansion. Through improved governance, stronger cross-subsidiary synergies, and targeted efficiencies, we have positioned Earth Science Tech, Inc. to drive long-term value.
Highlightsof FY Ending March 31st, 2025
| ● | The<br> Board of directors expanded to 7 members, including 2 independent members. |
|---|---|
| ● | The<br> Board of Directors has created a compensation committee of three members, with one independent<br> director serving on the committee. |
| ● | The<br> company has qualified to have its shares listed on the new OTCID market beginning in the<br> month of July 2025 when the new tier is live by OTCMarkets. |
| ● | The<br> company has 67 official employees with an additional 9 independent/temporary contractors<br> who we intend to convert into full-time or for whom we intend to create in-house positions<br> as soon as reasonably possible, for a total of 76. This is up from 42 a year ago. |
| ● | The<br> company repurchased 15,634,212 common shares in the latest fiscal year and subsequent period.<br> This brings the total share reduction under the current $5m repurchase program to 20,834,214.<br> The total cost to date of the program has been $1,830,617.71. |
| ● | RxCompoundStore<br> is licensed in 24 States/Territories with multiple applications pending. The revenue at RXCS<br> has continued to increase as this subsidiary has expanded its unique formulations. |
| ● | Peaks<br> Curative has expanded its properties and product offerings. The sales have dramatically increased<br> from a year ago. As Mister Meds comes online to open the Texas market, RXCS expands in states<br> and the marketing/customer service teams continue to streamline; we expect the revenues to<br> improve. Peaks has also launched Zoolzy and begun targeting the animal health market with<br> specialty compounded formulations to be fulfilled by RxCompoundStore and Mister Meds. |
| ● | The<br> company acquired Mister Meds, LLC, subsequently built out MisterMeds.com and a state-of-the<br> art compounding pharmacy in Abilene, Texas. This facility is expected to be live in the current<br> quarter and accretive to our bottom line immediately. |
| ● | The<br> company acquired Avenvi, LLC. This subsidiary has already contracted to build out the real<br> estate in its portfolio and is currently in the permitting process for its first development.<br> Avenvi also owns the real estate property where Mister Meds is located. |
| ● | The<br> company acquired Las Villas Health Care, LLC, VillasHealth.com and DOConsultations.com. This<br> brings a brick and mortar healthcare facility as a subsidiary and provides an online telehealth<br> platform tailored to the Spanish speaking community. We expect the team at DOC to compliment<br> Peaks Curative. |
| ● | The<br> company acquired Magnefuse, LLC (Magnechef.com). We expect this subsidiary to leverage the<br> patents and intellectual properties for expansion of their current product lines and the<br> development of new applications for their patents. As this subsidiary ramps up, we expect<br> it will be a growth driver in the consumer retail space. |
LookingAhead
As we move into the next FY, our strategy remains clear: identify promising ventures, strengthen operational foundations, and pursue innovation where it drives measurable value. With a healthy balance sheet and proven management, we are entering the new fiscal year with confidence and momentum.
On behalf of the entire leadership team, I extend my sincere gratitude to our shareholders for your continued trust and support. Our achievements this year are the result of collective dedication—and they mark only the beginning of what we believe is a much larger story.
We remain committed to transparency, accountability, and a relentless focus on shareholder value.
Warm regards,
GiorgioR. Saumat
Chief Executive Officer
Earth Science Tech, Inc.
Forward-LookingStatements. Except for historical information, the matters discussed herein may be considered “forward-looking”statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Actof 1934, as amended.
Suchstatements include declarations regarding the intent, belief or current expectations of the Company and its management, including, withoutlimitation, future-oriented statements related to cash flow, gross margins, revenues, and expenses. These statements are based on andreflect our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions,as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements generallycan be identified by the fact that they do not relate strictly to historical or current facts. They may include forward-looking wordssuch as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,”“intend,” “belief,” “plan,” “estimate,” “target,” “predict,”“likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,”“forecast,” “outlook” or similar terminology. Forward-looking statements are subject to a number of risks anduncertainties that may cause the Company’s actual results to differ materially from our intent, belief or current expectations,including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses, governmentregulations, litigations, and general business conditions. Should one or more of these risks or uncertainties materialize, or shouldunderlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Companyassumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
CompanyContact:
Giorgio R. Saumat
CEO and Chairman of the Board
(305) 724-5684
grsaumat@earthsciencetech.com