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Earth Science Tech (ETST) buys COO-owned drug supplier

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Earth Science Tech, Inc. (ETST) reported that on August 17, 2026 it completed the acquisition of Zoolzy LLC, a Florida-based wholesale distributor of active pharmaceutical ingredients (APIs) and FDA-approved prescription products. The purchase terms were not disclosed because the amount was deemed immaterial.

Zoolzy operates from a 3,684-square-foot facility in Doral, Florida and is expected to enhance ETST’s vertically integrated healthcare platform by internalizing API procurement, broadening access to novel ingredients, and enabling a strategic push into veterinary therapeutics. The seller was Mario G. Tabraue, ETST’s COO and director; independent board members reviewed and approved this related-party transaction to confirm that its terms were fair and comparable to those from unaffiliated third parties.

Positive

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Filing Explained

The 8-K records Earth Science Tech’s acquisition of Zoolzy as completed on August 17, 2026, but its furnished release presents margin expansion and veterinary growth as forward-looking aims rather than completed financial results.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Acquisition date August 17, 2026 Date Earth Science Tech, Inc. completed the acquisition of Zoolzy LLC
Zoolzy facility size 3,684 square feet Size of Zoolzy LLC’s operating facility in Doral, Florida
Press release date August 19, 2026 Date ETST issued press release announcing the Zoolzy LLC acquisition
Exhibit 99.1 99.1 Exhibit number for the press release describing the acquisition
Company telephone (305) 724-5684 Registrant’s telephone number for Earth Science Tech, Inc.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure On August 19, 2026"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
active pharmaceutical ingredients (APIs) medical
"wholesale distributor of active pharmaceutical ingredients (APIs) and finished"
Active pharmaceutical ingredients (APIs) are the chemical or biological substances in a medicine that produce the intended therapeutic effect — think of them as the engine inside a car that makes it run. Investors care because API supply, quality, cost, and intellectual property control determine a drug maker’s ability to sell medicines, meet regulatory requirements, and protect profit margins; disruptions or shortages can quickly affect revenue and stock value.
compounding pharmacies medical
"ETST’s compounding pharmacies can now secure essential raw materials"
veterinary therapeutics medical
"focusing on formulating unique, flavored, and easy-to-administer veterinary therapeutics"
forward-looking statements regulatory
"Except for historical information, the matters discussed herein may be considered “forward-looking” statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What acquisition did Earth Science Tech, Inc. (ETST) announce in this 8-K filing?
Earth Science Tech, Inc. (ETST) announced it acquired Zoolzy LLC, a Florida-based wholesale distributor of APIs and FDA-approved prescription products. The deal is intended to strengthen ETST’s vertically integrated healthcare platform and support expansion into higher-margin and veterinary-focused product lines.

When did ETST complete the acquisition of Zoolzy LLC and when was it publicly announced?
ETST completed the acquisition of Zoolzy LLC on August 17, 2026 and announced it via press release on August 19, 2026. The press release was furnished as Exhibit 99.1, accompanying the current report describing the transaction and related strategic rationale.

What strategic benefits does ETST expect from acquiring Zoolzy LLC (ETST)?
ETST expects the acquisition to support margin expansion by internalizing API procurement, broaden access to novel active pharmaceutical ingredients, and enable a strategic entry into the veterinary therapeutics market through customized, high-margin formulations for animal health applications.

Were the financial terms of ETST’s acquisition of Zoolzy LLC disclosed?
The financial terms of the acquisition were not disclosed because ETST determined the amount to be immaterial. The company instead emphasized strategic benefits, including improved supply chain integration, enhanced compounding capabilities, and targeted growth in the veterinary and animal health market.

What is the business focus of Earth Science Tech, Inc. (ETST) after this transaction?
ETST operates as a diversified health and wellness holding company aiming to build a vertically integrated platform that combines compounding pharmacies, telemedicine, clinical support, and direct-to-patient fulfillment, supported by real estate, asset management, and consumer products operations.

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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): August 17, 2026

 

Commission File No. 000-55000

 

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

 

florida   45-4267181
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

8950 SW 74th CT

Suite 1401

Miami, FL 33156, USA

(Address of principal executive offices, zip code)

 

(305) 724-5684

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) 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 2.01 Completion of Acquisition

 

On August 17, 2026, Earth Science Tech, Inc., a Florida corporation (the “Company”), acquired Zoolzy LLC, a Florida limited liability company. The terms are not disclosed due to the amount being immaterial.

 

Related Party Transaction

 

Mario G. Tabraue, who currently serves as the Company’s Chief Operations Officer and is a member of the Board of Directors, was the seller in this transaction. Because Mr. Tabraue is a related person, the transaction was reviewed and approved by the independent members of the Board of Directors to ensure that the terms were fair, reasonable, and no less favorable to the Company than those that could be obtained from unaffiliated third parties.

 

Item 7.01 Regulation FD Disclosure

 

On August 19, 2026, the Company issued a press release (the “Release”) announcing the acquisition of Zoolzy LLC. A copy of the Release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

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 August 19, 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: August 19, 2026 By: /s/ Giorgio R. Saumat
    Giorgio R. Saumat
  Its: CEO and Chairman of the Board

 

 

 

Exhibit 99.1

 

Earth Science Tech, Inc. (ETST) Acquires Zoolzy LLC to Drive Margin Expansion and Strategic Entry into the Veterinary Market

 

MIAMI, Aug. 19, 2026 (GLOBE NEWSWIRE) — Earth Science Tech, Inc. (OTC: ETST) (“ETST” or the “Company”), a strategic holding company focused on a diversified portfolio, today announced the acquisition of Zoolzy LLC, a Doral, Florida-based wholesale distributor of active pharmaceutical ingredients (APIs) and finished FDA-approved prescription products.

 

Operating from a 3,684-square-foot facility, Zoolzy integrates seamlessly into ETST’s supply chain. This highly accretive acquisition is designed to deliver immediate financial and operational value to shareholders across three key growth drivers:

 

●Margin Expansion: By internalizing wholesale API procurement, ETST’s compounding pharmacies can now secure essential raw materials at highly competitive wholesale pricing, directly and significantly increasing the Company’s overall profit margins.
   
●Expanded Access to Novel Ingredients: The acquisition broadens ETST’s supply network, unlocking access to new and highly sought-after APIs to expand the Company’s custom compounding capabilities.
   
●Strategic Veterinary Expansion: Through Zoolzy, ETST gains immediate procurement access to common veterinary medications. Leveraging this new supply line, the Company is rapidly expanding into the lucrative animal health market, focusing on formulating unique, flavored, and easy-to-administer veterinary therapeutics. This high-margin initiative is spearheaded by key members of ETST’s management team, capitalizing on their deep-rooted expertise and established networks within the exotic wildlife space.

 

About Earth Science Tech, Inc. (ETST)

 

Earth Science Tech, Inc. operates as a diversified holding company focused on the health and wellness sector. The Company’s principal operating strategy is to build a vertically integrated healthcare platform that combines compounding pharmacy operations, telemedicine platforms, clinical support, and direct-to-patient fulfillment. The Company’s healthcare operations are supported by investments in real estate and asset management activities and a consumer products business.

 

The core of the Company’s value proposition is the seamless integration of patient care, from consultation to fulfillment. This is achieved through the synergy of specialized subsidiaries.

 

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

james@haydenir.com

 

Brett Maas

(646) 536-7331

brett@haydenir.com

 

 

Source: View Original Filing on SEC EDGAR

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Press Releases

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