ETST 8-K
Earth Science Tech, Inc. (ETST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Compensatory Arrangements of Certain Officers.
On February 15, 2026, Earth Science Tech, Inc. (the “Company”) entered into a series of agreements with its executive officers and directors to support corporate governance initiatives and modify compensation structures in anticipation of the Company’s 2026 Annual Meeting of Shareholders.
Rescission of Prior Employment Agreements and Interim Compensation
Effective February 15, 2026, the Company and its executive officers, Giorgio R. Saumat Chief Executive Officer (CEO) and Mario G. Tabraue, Chief Operating Officer (COO), mutually agreed to rescind their prior Amended Employment Agreements dated December 30, 2024 (as disclosed in the Form 8-K filed on that date). Both executives have waived all revenue-based bonuses and variable compensation during this interim period. Their employment remains at-will and at the pleasure of the Board of Directors, and the interim terms will continue until after the Company’s July 2026 Annual Meeting of Shareholders.
Omnibus Amendment to Director Agreements
On February 15, 2026, the Company and all members of its Board of Directors entered into an Omnibus Amendment to Director Agreements (as disclosed in the Form 10-K filed on June 27, 2025, under Item 11. Executive Compensation - Director Compensation). The amendment uniformly modifies the compensation for Board meeting attendance for all directors, including independent directors Jeff P.H. Cazeau and Emiliano Curia, MD. Effective immediately, compensation for attendance at Board meetings has been reduced to two thousand dollars per meeting. All other terms of the prior director agreements, including confidentiality and indemnification, remain in full force and effect.
Item 7.01 (Regulation FD Disclosure)
Third Fiscal Quarter 2026 Results Press Release
On February 17, 2026, the Company issued a press release (the “Release”), reporting its third fiscal quarter 2026 results.
A copy of the Release issued by the Company on February 17, 2026, reporting its third fiscal quarter 2026 results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Initiatives to Advance Public Company Strategy Press Release
On February 17, 2026, the Company issued a press release (the “Release”), announcing its initiatives to advance public company strategy.
A copy of the Release issued by the Company on February 17, 2026, announcing its initiatives to advance public company strategy is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
| Exhibit No. | Description | |
| 99.1 | Press release issued by the registrant on February 17, 2026 | |
| 99.2 | Press release issued by the registrant on February 17, 2026 | |
| 104 | Cover 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: February 17, 2026 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Chairman of the Board | |
Exhibit 99.1
Earth Science Tech, Inc. (ETST) Reports Third Fiscal Quarter 2026 Results
| ● | Revenue of $8.4 million, up 14.1% year-over-year | |
| ● | Gross profit margin of 76.3%, up 71 bps year-over-year | |
| ● | Net income of $910,000, up 341% year-over-year | |
| ● | Generated positive cash from operations of $1.2 million fiscal year-to-date | |
| ● | Peaks, the company’s telemedicine platform, surpasses $2.0 million in revenue in less than a year, scaling from $248,000 into a high-margin growth platform | |
| ● | Reduced outstanding shares of common stock by 3.6% year over year through share repurchases | |
| ● | Geographic expansion underway with up to 10 additional state licenses pending | |
| ● | Strong calendar 2026 performance signals positive trajectory for fiscal Q4 |
MIAMI, Feb. 17, 2026 (GLOBE NEWSWIRE) — Earth Science Tech, Inc. (OTC: ETST) (“ETST” or the “Company”), a strategic holding company focused on acquiring and scaling high-potential operating businesses, today announced its financial and operational results for the third fiscal quarter ended December 31, 2025.
“We exited the third fiscal quarter with strong strategic momentum and continued progress across our diversified platform,” said Giorgio R. Saumat, CEO and Chairman of the Board of Earth Science Tech, Inc. “Results were largely consistent with the prior quarter and reflected typical seasonality, including holiday timing and temporary macro and supply-related headwinds. Importantly, multiple operating units are now generating positive cash flow, underscoring the strength and resilience of our portfolio approach.”
Mr. Saumat continued, “While our reported results reflect the current stage of our growth and investment cycle, they do not yet fully capture the operating leverage inherent in the model. Moving ahead, we see a clear and verifiable path to a materially higher earnings baseline through expense rationalization and scale, a view reinforced by our ongoing share repurchases and my long-term ownership position acquired entirely with cash. With calendar 2026 off to a strong start and several geographic and product expansion initiatives underway, we believe the Company is well positioned for accelerating growth in the periods ahead.”
Fiscal Q3 2026 Key Financial Highlights
| ● | Revenue of $8.4 million, up 14.1% compared to $7.4 million for the three months ended December 31, 2024 | |
| ● | Gross profit of $6.4 million, or a gross margin of 76.3%, as compared to $5.1 million or a gross margin of 69.2%, for the three months ended December 31, 2024, an increase of $1.3 million, or 25.8% on a dollar basis | |
| ● | Net Income of $910,000, up 341.0% compared to $206,000 for the three months ended December 31, 2024 | |
| ● | Total Assets of $8.1 million, up 14.5% compared to $7.1 million at March 31, 2025 | |
| ● | Repurchased and retired 3,703,296 shares of common stock for the nine months ended December 31, 2025 |
Third Fiscal Quarter 2026 Financial Results
Revenue
Revenue for the three months ended December 31, 2025, was $8.4 million, an increase of 14%, as compared to $7.4 million during the third quarter of last year primarily due to an increase in product sales.
Gross Profit/Margin
Gross profit for the third quarter of fiscal 2026 was $6.4 million, or a 76.3% gross margin, compared to gross profit of $5.1 million, or a 69.2% gross margin, for the same period in 2024. The increase in gross profit was primarily attributable to higher product sales, with incremental volume contributing to improved operating leverage and margin expansion.
Operating Expenses
For the three months ended December 31, 2025, operating expenses were $5.1 million as compared to $4.9 million for the same period in 2024. The increase in operating expenses was primarily the result of an increase in advertising and marketing and office/selling, general and administrative expenses, which were partially offset by a decrease in salaries expense.
Net Income
Net income was $910,000, or $0.003 per diluted share, for the three months ended December 31, 2025, as compared to $206,000, or $0.001 for the same period in 2024.
Adjusted EBITDA
Adjusted EBITDA was $1.2 million for the three months ended December 31, 2025, as compared to $0.3 million for the same period in 2024.
Balance Sheet
As of December 31, 2025, the Company had $416,000 of cash on hand and working capital of $773,000, compared to $1.5 million of cash on hand and working capital of ($36,000) as of March 31, 2025. The decrease in cash on hand is primarily due to investments in inventory to support higher sales volumes and improve product availability, as well as increased operating activity during the period. The Company had no bank debt as of December 31, 2025.
The Company repurchased and retired 1,143,000 and 3,703,296 shares of its common stock for the three and nine months ended December 31, 2025, respectively.
Conference Call and Webcast:
The Company will host a conference call and webcast to discuss its second fiscal quarter results, highlights, and outlook at 5:00 Eastern Time. To participate in the telephone conference call please dial in at least 15 minutes prior to start time.
Conference Call Information
Date: Tuesday, February 17, 2026
Time: 5 p.m. Eastern Time
Toll Free: 1 800-450-7155 Code: 9041018#
International: +1 857-999-9155 Code: 9041018#
Live Webcast Link: https://www.cstproxy.com/earthsciencetech/earnings/2025/q3/
Conference Call Replay Information
Replay Webcast Link: https://www.cstproxy.com/earthsciencetech/earnings/2025/q3/
Non-GAAP Measures
In addition to disclosing financial results in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), this document references certain non-GAAP financial measures. The Company defines Adjusted EBITDA as earnings excluding interest, tax, depreciation and amortization. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance and enable comparison of financial trends and results between periods where certain items may vary, independent of business performance.
Please refer to “Reconciliation of Non-GAAP Measures” in this document for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures.
About Earth Science Tech, Inc. (ETST)
Earth Science Tech, Inc. is a diversified holding company focused on the health and wellness sector. Through its wholly-owned subsidiaries, ETST operates a vertically integrated portfolio that includes high-quality compounding pharmacies, telemedicine platforms, and targeted healthcare facilities. The Company currently owns RxCompoundStore.com and Mister Meds, two licensed compounding pharmacies providing sterile and non-sterile medications across a growing network of U.S. states. These operations are supported by Peaks Curative, DOConsultation.com, and Las Villas Health Care, providing patients with personalized care, telemedicine connectivity, and clinical support.
Beyond healthcare, ETST manages Avenvi, its real estate and asset management arm, and 80% of MagneChef, a direct-to-consumer brand leveraging proprietary IP for innovative kitchen products. The Company is also committed to social responsibility through the Earth Science Foundation, a non-profit dedicated to assisting patients with prescription costs.
To learn more, please visit: www.EarthScienceTech.com
Forward-Looking Statements
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 Act of 1934, as amended.
Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including, without limitation, future-oriented statements related to cash flow, gross margins, revenues, and expenses. These statements are based on and reflect 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 generally can be identified by the fact that they do not relate strictly to historical or current facts. They may include forward-looking words such 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 and uncertainties 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, government regulations, litigations, and general business conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Contact:
Hayden IR
James Carbonara
(646)-755-7412
Brett Maas
(646) 536-7331
— Tables Follow —
Earth Science Tech, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
As of December 31, 2025 | As of March 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 415,699 | $ | 1,473,228 | ||||
| Accounts Receivable | 306,118 | 129,064 | ||||||
| Equity Investments at fair value | 1,126,307 | 645,438 | ||||||
| Inventory | 1,088,019 | 503,938 | ||||||
| Deposits | 57,631 | 338,108 | ||||||
| Prepaid | 39,159 | 20,730 | ||||||
| Total current assets | 3,032,933 | 3,110,505 | ||||||
| Non-Current Assets: | ||||||||
| Property and Equipment, net | 1,890,801 | 1,384,110 | ||||||
| Right of use asset, net | 139,231 | 172,429 | ||||||
| Goodwill | 2,648,788 | 2,302,792 | ||||||
| Intangible Assets, net | 377,684 | 96,885 | ||||||
| Total Assets | $ | 8,089,437 | $ | 7,066,721 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Accounts payable | $ | 1,088,521 | $ | 492,352 | ||||
| Accrued expenses and other payable | 1,019,036 | 2,322,022 | ||||||
| Current portion of operating lease obligations | 121,851 | 121,851 | ||||||
| Current portion of equipment loan | 30,592 | 30,592 | ||||||
| Short-term business loan | - | 179,488 | ||||||
| Total Current Liabilities | 2,260,000 | 3,146,305 | ||||||
| Long-Term Liabilities: | ||||||||
| Lease liability less current maturities | 18,177 | 37,878 | ||||||
| Equipment loan, non-current | 8,254 | 31,427 | ||||||
| Total Liabilities | 2,286,431 | 3,215,610 | ||||||
| Commitment and Contingencies (Note 11) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of December 31, 2025, and March 31, 2025, respectively | 1,000 | 1,000 | ||||||
| Common stock, par value $0.001 per share, 300,000,000 shares authorized; 291,644,607 issued and 291,609,607 outstanding, and 295,347,903 issue and 294,302,607 outstanding as of December 31, 2025, and March 31, 2025, respectively | 291,644 | 295,348 | ||||||
| Additional paid-in capital | 30,836,759 | 31,480,143 | ||||||
| Accumulated deficit | (25,396,738 | ) | (27,738,975 | ) | ||||
| Treasury Stock, at cost 35,000 and 1,045,296 shares as of December 31, 2025, and March 31, 2025, respectively | (5,525 | ) | (186,404 | ) | ||||
| Non-Controlling Interest | 75,866 | - | ||||||
| Total stockholders’ Equity | 5,803,006 | 3,851,111 | ||||||
| Total Liabilities and Equity | $ | 8,089,437 | $ | 7,066,721 | ||||
Earth Science Tech, Inc. and Subsidiaries
Consolidated Statements of Operations
For Three and Nine months ended December 31, 2025, and 2024
(Unaudited)
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 8,386,779 | 7,352,635 | $ | 26,197,596 | $ | 24,440,600 | |||||||||
| Cost of Goods Sold | 1,987,769 | 2,265,762 | 6,983,827 | 6,676,612 | ||||||||||||
| Gross Profit | 6,399,010 | 5,086,873 | 19,213,769 | 17,763,988 | ||||||||||||
| Expenses | ||||||||||||||||
| Salaries Expense | 2,931,244 | 3,297,826 | 10,787,357 | 10,372,308 | ||||||||||||
| Office/Selling, General and Administrative Expenses | 914,029 | 809,850 | 2,741,912 | 3,455,474 | ||||||||||||
| Advertising & marketing | 708,511 | 346,109 | 2,082,463 | 511,455 | ||||||||||||
| Bank charges | 250,332 | 210,549 | 725,340 | 770,849 | ||||||||||||
| Legal & Professional Fees | 56,022 | 61,540 | 138,141 | 243,245 | ||||||||||||
| Insurance | 40,318 | 79,569 | 126,863 | 160,395 | ||||||||||||
| Depreciation and Amortization | 121,790 | 44,778 | 342,751 | 108,201 | ||||||||||||
| Utilities | 34,743 | 10,426 | 102,769 | 21,257 | ||||||||||||
| Total Expenses | 5,056,988 | 4,860,647 | 17,047,597 | 15,643,184 | ||||||||||||
| Other Income/Expenses | ||||||||||||||||
| Dividend Income | 4,537 | 9,123 | 13,944 | 9,123 | ||||||||||||
| Interest earned | 457 | 16 | 2,259 | 13,216 | ||||||||||||
| Net realized gain on sale of investments | 309,807 | 174,613 | 536,951 | 174,613 | ||||||||||||
| Unrealized Gain/Loss of fair value changes of investments | (613,741 | ) | (197,277 | ) | (262,067 | ) | (197,277 | ) | ||||||||
| Interest Expenses | (4,769 | ) | (6,290 | ) | (16,335 | ) | (11,097 | ) | ||||||||
| Net Income before taxes | 1,038,314 | 206,411 | 2,440,925 | 2,109,382 | ||||||||||||
| Income Tax | 127,946 | - | 127,946 | 28,349 | ||||||||||||
| Net Income | 910,367 | 206,411 | 2,312,978 | 2081,033 | ||||||||||||
| Net Income/(Loss) attributed to non-controlling interest | (9 | ) | - | (29,250 | ) | - | ||||||||||
| Net Income attributed to shareholders | 910,376 | 206,411 | 2,342,237 | 2,081,382 | ||||||||||||
| Net Income per common share-Basic and Diluted | 0.003 | 0.001 | 0.008 | 0.007 | ||||||||||||
| Weighted average number of common shares outstanding basic and diluted | 292,804,167 | 302,885,823 | 293,564,655 | 306,278,649 | ||||||||||||
Exhibit 99.2
Earth Science Tech, Inc. Announces Initiatives to Advance Public Company Strategy; Expects Approximately $1.4 Million in Annualized Savings and Fiscal 2026 Net Income Growth of More Than 40%, from $3.3 Million to $4.7 Million
Outlines strategic portfolio actions, governance enhancements and capital discipline plans to support next phase of growth
MIAMI, Feb. 17, 2026 (GLOBE NEWSWIRE) — Earth Science Tech, Inc. (OTC: ETST) (“ETST” or the “Company”), a strategic holding company focused on acquiring and scaling high-potential operating businesses, today announced that its Board of Directors and management team are pursuing a series of strategic initiatives designed to position the Company as a fully institutional-ready public company, enhance transparency and governance and align leadership incentives more closely with long-term shareholder value creation.
The initiatives follow the Company’s recent operational and regulatory milestones and reflect the next phase in Earth Science Tech’s multi-year growth strategy.
These actions build on the Company’s delivery of approximately $3.3 million in net income in the fiscal year ending March 31, 2025 and an anticipated $1.4 million in cost savings initiatives in the fiscal year ending March 31, 2026, which management believes would support approximately $4.7 million in net income on a go-forward basis, before considering any incremental upside from organic growth.
A Focused Shift Toward a Shareholder-Centric Public Company Model
“Over the past three years, Earth Science Tech has transformed from a business facing legacy financial and structural challenges into a more streamlined operating platform with accelerating revenue momentum,” said Giorgio R. Saumat, CEO and Chairman of the Board of Earth Science Tech, Inc. “The Company has now reached a meaningful inflection point, and as we enter our next phase of growth, the Board and management believe this is the right time to advance toward a fully shareholder-driven public company structure, with stronger governance, clearer accountability, and a capital allocation strategy focused on long-term shareholder value.”
Key elements of the transformation plan include:
| ● | Optimize the portfolio – The Company is targeting the divestiture of non-core assets to optimize capital allocation. Simultaneously, the consolidation of operating subsidiaries under unified brands is being implemented to unlock operational synergies and drive material improvements in operating margins. | |
| ● | Enhance corporate governance and transparency – The Company is expanding shareholder engagement and plans to introduce a non-binding “say-on-pay” advisory vote at an upcoming shareholder meeting following the filing of the Company’s Annual Report on Form 10-K in June 2026. While this advisory vote will provide shareholders with the opportunity to express their views on executive compensation, the Board of Directors will retain final decision-making authority. |
| ● | Optimize Capital Structure – The Company is evaluating measures to rationalize its capital structure and further align management incentives with shareholder value. Consistent with its commitment to transparency, the Company plans to hold an advisory shareholder vote on the retirement of the Series B Preferred Stock. Mr. Saumat has voluntarily agreed to abstain from voting on this proposal to ensure the integrity of the process. | |
| ● | Reform Executive Compensation with Immediate Cost Reduction – To drive immediate cost reductions and enforce strict alignment with shareholders, the CEO and COO have voluntarily voided their employment contracts and waived key compensation components. Both executives will operate on an at-will basis, deferring the negotiation of new contracts until the conclusion of the July 2026 annual proxy to prioritize governance and shareholder feedback. | |
| ● | Adjust Board Compensation – To demonstrate immediate fiscal responsibility, the Board of Directors has voted to reduce its compensation. To prioritize governance, the Board has also agreed to postpone the negotiation of new contracts until after the July 2026 annual proxy, allowing for the integration of shareholder feedback into future agreements. |
Jeff P. H. Cazeau, Independent Director and Chairman of the Audit Committee stated, “This restructuring represents a significant maturation in Earth Science Tech’s corporate governance. By voluntarily anchoring executive pay to shareholder approval and reducing near-term fixed costs, management is sending a clear signal that they are stewards of capital first and foremost. The Board fully supports this transition toward a more transparent, performance-driven compensation model.”
Saumat continued, “The timing of these transformational actions is supported by improving financial performance and increasing operating leverage across the business. We believe the underlying momentum will become increasingly evident in our financial results over time as these changes take hold and are supported by continued disciplined cost management, accelerating revenue and stronger cash generation.”
Conference Call and Webcast:
The Company will provide additionnal details on today’s news as a part of its earnings conference call and webcast to discuss its second fiscal quarter results, highlights, and outlook at 5:00pm Eastern Time. To participate in the telephone conference call please dial in at least 15 minutes prior to start time.
Date: Tuesday, February 17, 2026
Time: 5 p.m. Eastern Time
Toll Free: 1 800-450-7155 Code: 9041018#
International: +1 857-999-9155 Code: 9041018#
Live Webcast Link: https://www.cstproxy.com/earthsciencetech/earnings/2025/q3/
About Earth Science Tech, Inc. (ETST)
Earth Science Tech, Inc. is a diversified holding company focused on the health and wellness sector. Through its wholly-owned subsidiaries, ETST operates a vertically integrated portfolio that includes high-quality compounding pharmacies, telemedicine platforms, and targeted healthcare facilities. The Company currently owns RxCompoundStore.com and Mister Meds, two licensed compounding pharmacies providing sterile and non-sterile medications across a growing network of U.S. states. These operations are supported by Peaks Curative, DOConsultation.com, and Las Villas Health Care, providing patients with personalized care, telemedicine connectivity, and clinical support.
Beyond healthcare, ETST manages Avenvi, its real estate and asset management arm, and 80% of MagneChef, a direct-to-consumer brand leveraging proprietary IP for innovative kitchen products. The Company is also committed to social responsibility through the Earth Science Foundation, a non-profit dedicated to assisting patients with prescription costs.
To learn more, please visit: www.EarthScienceTech.com
Forward-Looking Statements
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 Act of 1934, as amended.
Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including, without limitation, future-oriented statements related to cash flow, gross margins, revenues, and expenses. These statements are based on and reflect 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 generally can be identified by the fact that they do not relate strictly to historical or current facts. They may include forward-looking words such 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 and uncertainties 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, government regulations, litigations, and general business conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Contact:
Hayden IR
James Carbonara
(646)-755-7412
Brett Maas
(646) 536-7331