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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): June21, 2023
Commission File No. 000-55000
EARTH
SCIENCE TECH, INC.
(Exact name of registrant as specified in its charter)
| florida | 80-0961484 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
8950SW 74^th^ CT
Suite 101
Miami, FL 33156, USA
(Address of principal executive offices, zip code)
(305) 724-5684
(Registrant’s telephone number, including area code)
10650 NW 29th Terrace
Doral, FL ### 33172, ### 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 Stock $0.001 par value | ETST | Over 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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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. ☐
Item 7.01 Regulation FD Disclosure
On June 21, 2023 Earth Science Tech, Inc., a Florida corporation (the “Company”) issued a press release (the “Release”) sharing a letter from the CEO on recently filed March 31, 2023, YE Report. The release announced 2022 fiscal year highlights, subsequent highlights, and a message from the CEO.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued y the registrant on June 21, 2023. |
| 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: June 21, 2023 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| **** | Its: | CEO and Director |
Exhibit 99.1
Earth Science Tech, Inc Shares a Letter from theCEO on Recently Filed March 31, 2023, YE Report
“You don’t have to be great to start,but you do have to start to be great!”
Miami, FL, June 21, 2023, Earth Science Tech, Inc. (OTC: ETST) (“ETST” or “Company”), a holding entity currently focused on the health and wellness industry, today shares a letter from the Company’s CEO, Giorgio R. Saumat on the company’s recently filed March 31, 2023, YE Report.
Dear Shareholders and Investors,
On June 20, 2023, the Company filed its 10-K reporting its financial results for the year ended March 31, 2023.
2022 Fiscal Year Highlights:
| ● | During fiscal year 2022, the company retired approximately $1.5M, or 81% of the liabilities from the beginning of the fiscal year. |
|---|---|
| ● | We consummated mergers with both our merger candidates, RxCompoundStore, LLC (“RxCompound”) and Peaks Curative, LLC (“Peaks”), making each entity a wholly owned subsidiary of the Company. |
| ● | RxCompound’s hazardous compounding room commenced operations in the month of December 2022, improving sales by increasing product offerings to include hormonal creams. |
| ● | RxCompound applied for and was granted dispensing licenses in 7 states, in addition to New York and its home state of Florida. RxCompound obtained pharmacy licenses in Colorado, New Jersey, Rhode Island, Arizona, Nevada, Delaware and Pennsylvania and can now fulfill prescriptions in each of those states. |
| ● | The Company elected its first Independent Director of the Board, Jeff P.H. Cazeau. |
Subsequent Highlights:
| ● | Peaks acquired the domain name PeakNow.Com and continues to grow its sales and increase offerings in the men’s sexual health segment. |
|---|---|
| ● | RxCompound has applied for pharmacy licenses and is pending approval of licenses in the following states: Illinois, Utah and Georgia. |
| ● | RxCompound received approval for its sterile compounding lab and began operations, including sales of sterile injectable prescriptions in May 2023. |
| ● | RxCompound, created clearupskincare.com to develop and offer medical grade skincare products. |
| ● | The Company created DocProtocol.com (“DocProtocol”) to offer patient specific protocols to doctors and wellness centers for their patients. The protocols are developed by highly respected functional medicine professionals, and we expect the majority of the prescriptions generated by DocProtocol to be fulfilled by RxCompound. Upon completion of the DocProtocol suite, the company intends to incorporate DocProtocol as a standalone, wholly owned subsidiary. |
| ● | RxCompound created viagramia.com and mysexgummy.com to diversify our men’s health sales channels by offering rapid online telehealth consultations and fulfillment of ED prescriptions. |
| --- | --- |
| ● | The company restructured a third-party convertible note into a manageable payment plan, reducing the amount owed and providing incentives for the company to prepay or accelerate payments. Consistent with our management team’s priorities, we expect to take advantage of these incentives. |
| ● | The company’s largest/controlling shareholder has converted a total of $385,000 in promissory notes into equity, thereby improving the balance sheet further. After these conversions, the company no longer has any convertible notes outstanding. |
While the 10-K reflects incredible improvement during the last Fiscal Year, it was only the first couple of steps of a much longer journey; however, those first couple of steps have already moved the company forward significantly. As I look forward to the end of the current first quarter on June 30th, based on the sales of the subsidiaries and their respective properties, I anticipate a significant growth in revenue and free cash flow.
As of today’s date, it is my opinion the company will not need any additional financing or equity sales, unless we undertake an acquisition, as the operations of the subsidiaries are proving they will generate sufficient cash to service all existing debts and future operations.
Lastly, I want to say thank you to all stakeholders in ETST. I know an organization is only as strong as its management and employees; we are exceptionally strong in both. I appreciate your patience as we assembled the pieces to be successful, and I now believe we are on a path to becoming a great company.
Sincerely,
Giorgio R. Saumat
Chairman & CEO
AboutEarth Science Tech, Inc.
Earth Science Tech, Inc. is a holding entity currently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC., Peaks Curative, LLC. and Earth Science Foundation, Inc.
To learn more, please visit: www.EarthScienceTech.com
RxCompoundStore.com,LLC.
RxCompound is a complete compounding pharmacy. RxCompound is currently licensed to fulfill prescriptions in the states of Florida, New York, New Jersey, Delaware, Pennsylvania, Rhode Island, Nevada, Colorado, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to fulfill prescriptions.
To learn more please visit: www.RxCompoundStore.com
AboutPeaks Curative, LLC.
Peaks is a telemedicine referral site focused on men’s health. Peaks’ orders are exclusively fulfilled by RxCompound. Patients who order Peaks via monthly subscription receive their refills automatically. Currently, Peaks is focused on Men’s health, and, more specifically, ED. The company intends to expand offerings to include over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under the Peaks brand and offered worldwide.
To learn more please visit: www.PeaksCurative.com
AboutEarth Science Foundation, Inc.
Earth Science Foundation Inc. is a favored entity of the Company, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescriptions.
SAFEHARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the CSE, including words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
CompanyContact:
Nickolas S. Tabraue
Chief Compliance Officer
(786) 375-7281
Nick@earthsciencetech.com