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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): February 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 74 th 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(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
4.01 Changes in Registrant’s Certifying Accountant
Resignation
of Independent Registered Public Accounting Firm
On
February 17, 2026, Stephano Slack LLC (the “Auditor”) resigned as the independent registered public accounting firm for Earth
Science Tech, Inc. (the “Company”).
The
Auditor’s reports on the Company’s consolidated financial statements for the fiscal year ended March 31, 2025, did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the fiscal year ended March 31, 2025, and the subsequent interim period through December 31, 2025, (i) there were no disagreements, as
defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and the Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Auditor,
would have caused the Auditor to make reference to the subject matter of such disagreements in connection with its reports on the Company’s
financial statements for such years and interim period, and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company provided the Auditor with a copy of the foregoing disclosures and requested that the Auditor furnish a letter addressed to the
Securities and Exchange Commission (SEC) stating whether it agrees with the statements made herein. A copy of the Auditor’s letter,
dated February 17, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement
of New Independent Registered Public Accounting Firm
On
February 17, 2025, the Company engaged Semple, Marchal & Cooper, LLP (the “New Auditor”) as its new independent registered
public accounting firm for the fiscal year ending March 31, 2026.
During
the Company’s fiscal years ended March 31, 2025, and the subsequent interim period through December 31, 2025, neither the Company
nor anyone on its behalf consulted with the New Auditor regarding: (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no
written report or oral advice was provided by the New Auditor that was an important factor considered by the Company in reaching a decision
as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement, as defined in Item
304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
Item
7.01 (Regulation FD Disclosure)
On
February 17, 2026, the Company issued a press release (the “Release”), announcing the engagement with Semple, Marchal &
Cooper, LLP as its new independent registered accounting firm.
A
copy of the Release issued by the Company on February 17, 2026, announcing the engagement is attached hereto as Exhibit 99.1 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 |
| 16.1 |
|
Letter from Stephano Slack LLC addressed to the Securities and Exchange Commission dated February 17, 2026 |
| 99.1 |
|
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) Upgrades Audit Capabilities, Engages Semple, Marchal & Cooper, LLP as Independent PCAOB Auditor to Support
Continued Expansion
MIAMI,
FL – February 17, 2026 – Earth Science Tech, Inc. (OTC: ETST) (“ETST” or the “Company”), a strategic
holding company focused on a diversified, vertically integrated health and wellness portfolio, today announced the engagement of Semple,
Marchal & Cooper, LLP (“Semple”) as its new independent Public Company Accounting Oversight Board (PCAOB) auditor.
This
transition represents a strategic upgrade in the Company’s financial governance infrastructure. As ETST continues its rapid expansion
across pharmacy compounding, telemedicine, and real estate, the complexity of its consolidated accounting has increased significantly.
The Board of Directors determined that engaging Semple—a pre-eminent regional firm with broader resources and specialized expertise—was
necessary to optimize auditing efficiencies and match the Company’s current operational scale.
“As
we mature from a developmental stage into a rapidly growing diversified holding company, our corporate governance framework must evolve
in parallel,” stated Jeff P. H. Cazeau, Independent Director and Chairman of the Audit Committee stated of ETST. “We selected
Semple, Marchal & Cooper due to their reputation as a pre-eminent regional firm and their ability to bring a multi-disciplined perspective
to our increasingly complex financial structure.”
About
Semple, Marchal & Cooper, LLP
Semple,
Marchal & Cooper, LLP is a pre-eminent regional Certified Public Accounting firm serving the Southwest. Offering a comprehensive
suite of services—including accounting, auditing, tax planning, and management consulting—the firm adopts a multi-disciplined
perspective to deliver maximum value to clients. Committed to long-term growth and uncompromised objectivity, Semple, Marchal & Cooper
prioritizes recruiting top-tier talent to meet the evolving financial needs of businesses with integrity and experience.
To
learn more, please visit: www.SempleCPA.com
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 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
SAFE
HARBOR ACT: 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
