Eco Science (ESSI) swaps $15,729,007.56 debt for 561,750,270 shares

Rhea-AI Filing Summary

Eco Science Solutions, Inc. approved a major balance sheet change effective January 31, 2026. The board authorized converting $15,729,007.56 of debt owed to various individuals and entities into 561,750,270 restricted common shares.

The number of issued and outstanding common shares will increase by 561,750,270 to a total of 614,707,842 shares once the new stock is issued. This removes a large debt burden but significantly dilutes existing shareholders because many more shares will be outstanding.

Positive

• Large debt elimination: Conversion of $15,729,007.56 of obligations into equity removes a sizable debt load owed to various creditors, which can strengthen the balance sheet and reduce financial pressure.

Negative

• Substantial shareholder dilution: Issuing 561,750,270 new restricted common shares will raise total outstanding stock to 614,707,842, significantly reducing existing shareholders’ ownership percentage per share.

Insights

Capital structure analyst

Eco Science replaces $15.7M of debt with a very large share issuance, trading leverage reduction for major dilution.

The board approved converting $15,729,007.56 of obligations into restricted common shares, eliminating that debt from the balance sheet. This non‑cash move can ease financial pressure by removing liabilities owed to various creditors.

In exchange, the company will issue 561,750,270 new restricted common shares, raising total issued and outstanding stock to 614,707,842 shares after issuance. That is a substantial increase in share count, so each existing share will represent a smaller ownership slice of the company.

The net effect is a shift from creditor claims to equity ownership. Actual outcomes for investors will depend on how the cleaner balance sheet and higher share count influence future financing options and market perceptions in subsequent reporting periods.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 31, 2026

ECO SCIENCE SOLUTIONS, INC.

(Exact name of Company as specified in its charter)

Nevada		000-54803		46-4199032
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

300 S. El Camino Real #206

San Clemente, CA  92672

(Address of principal executive offices)

(833) 464-3726

   (Company’s Telephone Number)  

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 (see General Instruction A.2. below):

☐	Written communications 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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

ITEM 2 FINANCIAL INFORMATION

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Effective January 31, 2026, the Board of Directors deemed it in the best interest of the Company and the shareholders, to approve, authorize and accept the conversion of $15,729,007.56 worth of debt owed to various individuals and entities by the Company into 561,750,270 restricted common shares of Eco Science Solutions, Inc.  The number of issued and outstanding shares will increase by 561,750,270, and once issued the amount of issued and outstanding common shares will be 614,707,842.

ITEM 9

9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Eco Science Solutions Inc.
Date: February 4, 2026	By:	/s/ Michael Rountree
	Name:	Michael Rountree
	Title:	Chief Executive Officer

3

FAQ

What did Eco Science Solutions (ESSI) change in its capital structure?

Eco Science Solutions approved converting $15,729,007.56 of debt into 561,750,270 restricted common shares. This removes those debt obligations but sharply increases the number of shares outstanding, altering the company’s mix of debt and equity financing going forward.

How many new shares will Eco Science Solutions (ESSI) issue in this transaction?

The company will issue 561,750,270 restricted common shares to creditors. These new shares are being exchanged for $15,729,007.56 of existing debt, meaning creditors become shareholders instead of lenders as part of the approved balance sheet restructuring.

What will Eco Science Solutions’ (ESSI) total shares outstanding be after the conversion?

Once the transaction is completed, Eco Science Solutions states that issued and outstanding common shares will total 614,707,842. This reflects an increase of 561,750,270 shares, highlighting the scale of dilution relative to the company’s prior outstanding share count.

Why did Eco Science Solutions (ESSI) convert debt into equity?

The board determined it was in the best interest of the company and shareholders to convert $15,729,007.56 of debt into restricted common shares. This decision reduces liabilities owed to various individuals and entities and shifts those claims into equity ownership instead.

When did Eco Science Solutions (ESSI) approve the debt-to-equity conversion?

The board action was effective January 31, 2026. On that date, Eco Science Solutions approved, authorized, and accepted the conversion of $15,729,007.56 of debt into 561,750,270 restricted common shares as described in its current report.