Earth Science Tech, Inc 8-K, filed Oct 28, 2022
Earth Science Tech, Inc. (ETST)
About this 8-K
Earth Science Tech, Inc filed this 8-K on October 28, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.01: Change in control
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
During October 2022, Mr. Giorgio R. Saumat (“Saumat”) purchased $625,624.40 of the Company’s debt (“Acquired Debt”) from various of the Company’s existing debt holders. Upon completion of the purchase, Saumat demanded repayment of the Acquired Debt by the Company. On October 24, 2022, the Company and Saumat entered into a settlement agreement whereby the Company agreed to issue 62,562,440 shares of its restricted Common Stock and 1,000,000 shares of its Series B Preferred Stock to Saumat in full satisfaction and the complete cancellation of any and all amounts due and owing under the Acquired Debt.
On October 25, 2022, the Company and Dr. Issa El-Cheikh entered into a Settlement and Release Agreement whereby the Company agreed to issue 16,300,000 shares of its restricted Common Stock to Dr. Issa El-Cheikh in full satisfaction and complete cancellation of $155,791.21 due and owing to Dr. Issa El-Cheikh through various note instruments.
On October 25, 2022, the Company and Mario Portela entered into a Settlement and Release Agreement whereby the Company agreed to issue 2,750,000 shares of its restricted Common Stock to Mr. Portala in full satisfaction and complete cancellation of the $27,500 convertible promissory note held by Mr. Portela.
Item 5.01 Changes in Control of Registrant
On or around October 24, 2022, and by virtue of the transactions contemplated in Item 1.01 above, Nickolas S. Tabraue and Mario G. Tabraue collectively cancelled 1,000,000 shares of Company Series B Preferred stock and the Company reissued said shares to Saumat as partial consideration under the Settlement Agreement whereby the Acquired Debt was cancelled. Based on the rights and preferences set forth in the Series B Certificate of Designation, the share assignment results in Saumat having a controlling vote with respect to all matters requiring a shareholder vote.
Item 8.01 Other Events
On October 25, 2022, Nickolas S. Tabraue, the Company’s CEO and Director and Mario G. Tabraue, the Company’s President and Director have both agreed to defer receiving salary compensation until the Company is cashflow positive for 3 consecutive bi-week payroll periods. Once the Company has achieved cashflow positive status, the Company will renegotiate employment agreements with Nickolas S. Tabraue and Mario G. Tabraue.
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: October 28, 2022 | By: | /s/ Nickolas S. Tabraue |
| Nickolas S. Tabraue | ||
| Its: | CEO and Director | |