false
0001538495
0001538495
2026-02-15
2026-02-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 15, 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(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
5.02 Compensatory Arrangements of Certain Officers.
On
February 15, 2026, Earth Science Tech, Inc. (the “Company”) entered into a series of agreements with its executive officers
and directors to support corporate governance initiatives and modify compensation structures in anticipation of the Company’s 2026
Annual Meeting of Shareholders.
Rescission
of Prior Employment Agreements and Interim Compensation
Effective
February 15, 2026, the Company and its executive officers, Giorgio R. Saumat Chief Executive Officer (CEO) and Mario G. Tabraue, Chief
Operating Officer (COO), mutually agreed to rescind their prior Amended Employment Agreements dated December 30, 2024 (as disclosed in
the Form 8-K filed on that date). Both executives have waived all revenue-based bonuses and variable compensation during this interim
period. Their employment remains at-will and at the pleasure of the Board of Directors, and the interim terms will continue until after
the Company’s July 2026 Annual Meeting of Shareholders.
Omnibus
Amendment to Director Agreements
On
February 15, 2026, the Company and all members of its Board of Directors entered into an Omnibus Amendment to Director Agreements (as
disclosed in the Form 10-K filed on June 27, 2025, under Item 11. Executive Compensation - Director Compensation). The amendment uniformly
modifies the compensation for Board meeting attendance for all directors, including independent directors Jeff P.H. Cazeau and Emiliano
Curia, MD. Effective immediately, compensation for attendance at Board meetings has been reduced to two thousand dollars per meeting.
All other terms of the prior director agreements, including confidentiality and indemnification, remain in full force and effect.
Item
7.01 (Regulation FD Disclosure)
Third
Fiscal Quarter 2026 Results Press Release
On
February 17, 2026, the Company issued a press release (the “Release”), reporting its third fiscal quarter 2026 results.
A
copy of the Release issued by the Company on February 17, 2026, reporting its third fiscal quarter 2026 results is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Initiatives
to Advance Public Company Strategy Press Release
On
February 17, 2026, the Company issued a press release (the “Release”), announcing its initiatives to advance public company
strategy.
A
copy of the Release issued by the Company on February 17, 2026, announcing its initiatives to advance public company strategy is attached
hereto as Exhibit 99.2 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 |
| 99.1 |
|
Press release issued by the registrant on February 17, 2026 |
| 99.2 |
|
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) Reports Third Fiscal Quarter 2026 Results
| ● | Revenue
of $8.4 million, up 14.1% year-over-year |
| | | |
| ● | Gross
profit margin of 76.3%, up 71 bps year-over-year |
| | | |
| ● | Net
income of $910,000, up 341% year-over-year |
| | | |
| ● | Generated
positive cash from operations of $1.2 million fiscal year-to-date |
| | | |
| ● | Peaks,
the company’s telemedicine platform, surpasses $2.0 million in revenue in less than
a year, scaling from $248,000 into a high-margin growth platform |
| | | |
| ● | Reduced
outstanding shares of common stock by 3.6% year over year through share repurchases |
| | | |
| ● | Geographic
expansion underway with up to 10 additional state licenses pending |
| | | |
| ● | Strong
calendar 2026 performance signals positive trajectory for fiscal Q4 |
MIAMI,
Feb. 17, 2026 (GLOBE NEWSWIRE) — Earth Science Tech, Inc. (OTC: ETST) (“ETST” or the “Company”), a
strategic holding company focused on acquiring and scaling high-potential operating businesses, today announced its financial and operational
results for the third fiscal quarter ended December 31, 2025.
“We
exited the third fiscal quarter with strong strategic momentum and continued progress across our diversified platform,” said Giorgio
R. Saumat, CEO and Chairman of the Board of Earth Science Tech, Inc. “Results were largely consistent with the prior quarter and
reflected typical seasonality, including holiday timing and temporary macro and supply-related headwinds. Importantly, multiple operating
units are now generating positive cash flow, underscoring the strength and resilience of our portfolio approach.”
Mr.
Saumat continued, “While our reported results reflect the current stage of our growth and investment cycle, they do not yet fully
capture the operating leverage inherent in the model. Moving ahead, we see a clear and verifiable path to a materially higher earnings
baseline through expense rationalization and scale, a view reinforced by our ongoing share repurchases and my long-term ownership position
acquired entirely with cash. With calendar 2026 off to a strong start and several geographic and product expansion initiatives underway,
we believe the Company is well positioned for accelerating growth in the periods ahead.”
Fiscal
Q3 2026 Key Financial Highlights
| ● | Revenue
of $8.4 million, up 14.1% compared to $7.4 million for the three months ended December
31, 2024 |
| | | |
| ● | Gross
profit of $6.4 million, or a gross margin of 76.3%, as compared to $5.1 million or a
gross margin of 69.2%, for the three months ended December 31, 2024, an increase of $1.3
million, or 25.8% on a dollar basis |
| | | |
| ● | Net
Income of $910,000, up 341.0% compared to $206,000 for the three months ended December
31, 2024 |
| | | |
| ● | Total
Assets of $8.1 million, up 14.5% compared to $7.1 million at March 31, 2025 |
| | | |
| ● | Repurchased
and retired 3,703,296 shares of common stock for the nine months ended December 31, 2025 |
Third
Fiscal Quarter 2026 Financial Results
Revenue
Revenue
for the three months ended December 31, 2025, was $8.4 million, an increase of 14%, as compared to $7.4 million during the third quarter
of last year primarily due to an increase in product sales.
Gross
Profit/Margin
Gross
profit for the third quarter of fiscal 2026 was $6.4 million, or a 76.3% gross margin, compared to gross profit of $5.1 million, or a
69.2% gross margin, for the same period in 2024. The increase in gross profit was primarily attributable to higher product sales, with
incremental volume contributing to improved operating leverage and margin expansion.
Operating
Expenses
For
the three months ended December 31, 2025, operating expenses were $5.1 million as compared to $4.9 million for the same period in 2024.
The increase in operating expenses was primarily the result of an increase in advertising and marketing and office/selling, general and
administrative expenses, which were partially offset by a decrease in salaries expense.
Net
Income
Net
income was $910,000, or $0.003 per diluted share, for the three months ended December 31, 2025, as compared to $206,000, or $0.001 for
the same period in 2024.
Adjusted
EBITDA
Adjusted
EBITDA was $1.2 million for the three months ended December 31, 2025, as compared to $0.3 million for the same period in 2024.
Balance
Sheet
As
of December 31, 2025, the Company had $416,000 of cash on hand and working capital of $773,000, compared to $1.5 million of cash on hand
and working capital of ($36,000) as of March 31, 2025. The decrease in cash on hand is primarily due to investments in inventory to support
higher sales volumes and improve product availability, as well as increased operating activity during the period. The Company had no
bank debt as of December 31, 2025.
The
Company repurchased and retired 1,143,000 and 3,703,296 shares of its common stock for the three and nine months ended December 31, 2025,
respectively.
Conference
Call and Webcast:
The
Company will host a conference call and webcast to discuss its second fiscal quarter results, highlights, and outlook at 5:00 Eastern
Time. To participate in the telephone conference call please dial in at least 15 minutes prior to start time.
Conference
Call Information
Date:
Tuesday, February 17, 2026
Time:
5 p.m. Eastern Time
Toll
Free: 1 800-450-7155 Code: 9041018#
International:
+1 857-999-9155 Code: 9041018#
Live
Webcast Link: https://www.cstproxy.com/earthsciencetech/earnings/2025/q3/
Conference
Call Replay Information
Replay
Webcast Link: https://www.cstproxy.com/earthsciencetech/earnings/2025/q3/
Non-GAAP
Measures
In
addition to disclosing financial results in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”), this document references certain non-GAAP financial measures. The Company defines Adjusted EBITDA as earnings
excluding interest, tax, depreciation and amortization. We believe these non-GAAP financial measures provide investors with useful supplemental
information about our operating performance and enable comparison of financial trends and results between periods where certain items
may vary, independent of business performance.
Please
refer to “Reconciliation of Non-GAAP Measures” in this document for a detailed explanation of the adjustments made to the
comparable U.S. GAAP measures.
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 80% of 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
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
—
Tables Follow —
Earth
Science Tech, Inc. and Subsidiaries
Consolidated
Balance Sheets
(Unaudited)
| | |
As
of December
31, 2025 | | |
As
of March
31, 2025 | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 415,699 | | |
$ | 1,473,228 | |
| Accounts Receivable | |
| 306,118 | | |
| 129,064 | |
| Equity Investments at fair value | |
| 1,126,307 | | |
| 645,438 | |
| Inventory | |
| 1,088,019 | | |
| 503,938 | |
| Deposits | |
| 57,631 | | |
| 338,108 | |
| Prepaid | |
| 39,159 | | |
| 20,730 | |
| Total current assets | |
| 3,032,933 | | |
| 3,110,505 | |
| | |
| | | |
| | |
| Non-Current Assets: | |
| | | |
| | |
| Property and Equipment, net | |
| 1,890,801 | | |
| 1,384,110 | |
| Right of use asset, net | |
| 139,231 | | |
| 172,429 | |
| Goodwill | |
| 2,648,788 | | |
| 2,302,792 | |
| Intangible Assets, net | |
| 377,684 | | |
| 96,885 | |
| Total Assets | |
$ | 8,089,437 | | |
$ | 7,066,721 | |
| | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | |
| Accounts payable | |
$ | 1,088,521 | | |
$ | 492,352 | |
| Accrued expenses and other payable | |
| 1,019,036 | | |
| 2,322,022 | |
| Current portion of operating lease obligations | |
| 121,851 | | |
| 121,851 | |
| Current portion of equipment loan | |
| 30,592 | | |
| 30,592 | |
| Short-term business loan | |
| - | | |
| 179,488 | |
| Total Current Liabilities | |
| 2,260,000 | | |
| 3,146,305 | |
| | |
| | | |
| | |
| Long-Term Liabilities: | |
| | | |
| | |
| Lease liability less current maturities | |
| 18,177 | | |
| 37,878 | |
| Equipment loan, non-current | |
| 8,254 | | |
| 31,427 | |
| Total Liabilities | |
| 2,286,431 | | |
| 3,215,610 | |
| Commitment and Contingencies (Note 11) | |
| | | |
| | |
| Stockholders’ Equity: | |
| | | |
| | |
| Preferred stock, par value $0.001 per share, 1,000,000 shares authorized;
1,000,000 and 0 shares issued and outstanding as of December 31, 2025, and March 31, 2025, respectively | |
| 1,000 | | |
| 1,000 | |
| Common stock, par value $0.001 per share, 300,000,000
shares authorized; 291,644,607 issued and 291,609,607 outstanding, and 295,347,903 issue and 294,302,607 outstanding as of December
31, 2025, and March 31, 2025, respectively | |
| 291,644 | | |
| 295,348 | |
| Additional paid-in capital | |
| 30,836,759 | | |
| 31,480,143 | |
| Accumulated deficit | |
| (25,396,738 | ) | |
| (27,738,975 | ) |
| Treasury Stock, at cost 35,000 and 1,045,296
shares as of December 31, 2025, and March 31, 2025, respectively | |
| (5,525 | ) | |
| (186,404 | ) |
| Non-Controlling Interest | |
| 75,866 | | |
| - | |
| Total stockholders’
Equity | |
| 5,803,006 | | |
| 3,851,111 | |
| Total
Liabilities and Equity | |
$ | 8,089,437 | | |
$ | 7,066,721 | |
Earth
Science Tech, Inc. and Subsidiaries
Consolidated
Statements of Operations
For
Three and Nine months ended December 31, 2025, and 2024
(Unaudited)
| | |
For
the Three Months Ended December
31, | | |
For
the Nine Months Ended December
31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenue | |
$ | 8,386,779 | | |
| 7,352,635 | | |
$ | 26,197,596 | | |
$ | 24,440,600 | |
| Cost of Goods Sold | |
| 1,987,769 | | |
| 2,265,762 | | |
| 6,983,827 | | |
| 6,676,612 | |
| Gross Profit | |
| 6,399,010 | | |
| 5,086,873 | | |
| 19,213,769 | | |
| 17,763,988 | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Salaries Expense | |
| 2,931,244 | | |
| 3,297,826 | | |
| 10,787,357 | | |
| 10,372,308 | |
| Office/Selling, General and Administrative
Expenses | |
| 914,029 | | |
| 809,850 | | |
| 2,741,912 | | |
| 3,455,474 | |
| Advertising & marketing | |
| 708,511 | | |
| 346,109 | | |
| 2,082,463 | | |
| 511,455 | |
| Bank charges | |
| 250,332 | | |
| 210,549 | | |
| 725,340 | | |
| 770,849 | |
| Legal & Professional Fees | |
| 56,022 | | |
| 61,540 | | |
| 138,141 | | |
| 243,245 | |
| Insurance | |
| 40,318 | | |
| 79,569 | | |
| 126,863 | | |
| 160,395 | |
| Depreciation and Amortization | |
| 121,790 | | |
| 44,778 | | |
| 342,751 | | |
| 108,201 | |
| Utilities | |
| 34,743 | | |
| 10,426 | | |
| 102,769 | | |
| 21,257 | |
| Total Expenses | |
| 5,056,988 | | |
| 4,860,647 | | |
| 17,047,597 | | |
| 15,643,184 | |
| Other Income/Expenses | |
| | | |
| | | |
| | | |
| | |
| Dividend Income | |
| 4,537 | | |
| 9,123 | | |
| 13,944 | | |
| 9,123 | |
| Interest earned | |
| 457 | | |
| 16 | | |
| 2,259 | | |
| 13,216 | |
| Net realized gain on sale of investments | |
| 309,807 | | |
| 174,613 | | |
| 536,951 | | |
| 174,613 | |
| Unrealized Gain/Loss of fair value changes
of investments | |
| (613,741 | ) | |
| (197,277 | ) | |
| (262,067 | ) | |
| (197,277 | ) |
| Interest Expenses | |
| (4,769 | ) | |
| (6,290 | ) | |
| (16,335 | ) | |
| (11,097 | ) |
| Net Income before taxes | |
| 1,038,314 | | |
| 206,411 | | |
| 2,440,925 | | |
| 2,109,382 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income Tax | |
| 127,946 | | |
| - | | |
| 127,946 | | |
| 28,349 | |
| Net
Income | |
| 910,367 | | |
| 206,411 | | |
| 2,312,978 | | |
| 2081,033 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Income/(Loss) attributed
to non-controlling interest | |
| (9 | ) | |
| - | | |
| (29,250 | ) | |
| - | |
| Net Income attributed to
shareholders | |
| 910,376 | | |
| 206,411 | | |
| 2,342,237 | | |
| 2,081,382 | |
| Net Income per common share-Basic
and Diluted | |
| 0.003 | | |
| 0.001 | | |
| 0.008 | | |
| 0.007 | |
| Weighted average number
of common shares outstanding basic and diluted | |
| 292,804,167 | | |
| 302,885,823 | | |
| 293,564,655 | | |
| 306,278,649 | |
Exhibit
99.2
Earth
Science Tech, Inc. Announces Initiatives to Advance Public Company Strategy; Expects Approximately $1.4 Million in Annualized Savings
and Fiscal 2026 Net Income Growth of More Than 40%, from $3.3 Million to $4.7 Million
Outlines
strategic portfolio actions, governance enhancements and capital discipline plans to support next phase of growth
MIAMI,
Feb. 17, 2026 (GLOBE NEWSWIRE) — Earth Science Tech, Inc. (OTC: ETST) (“ETST” or the “Company”), a
strategic holding company focused on acquiring and scaling high-potential operating businesses, today announced that its Board of Directors
and management team are pursuing a series of strategic initiatives designed to position the Company as a fully institutional-ready public
company, enhance transparency and governance and align leadership incentives more closely with long-term shareholder value creation.
The
initiatives follow the Company’s recent operational and regulatory milestones and reflect the next phase in Earth Science Tech’s
multi-year growth strategy.
These
actions build on the Company’s delivery of approximately $3.3 million in net income in the fiscal year ending March 31, 2025 and
an anticipated $1.4 million in cost savings initiatives in the fiscal year ending March 31, 2026, which management believes would support
approximately $4.7 million in net income on a go-forward basis, before considering any incremental upside from organic growth.
A
Focused Shift Toward a Shareholder-Centric Public Company Model
“Over
the past three years, Earth Science Tech has transformed from a business facing legacy financial and structural challenges into a more
streamlined operating platform with accelerating revenue momentum,” said Giorgio R. Saumat, CEO and Chairman of the Board of Earth
Science Tech, Inc. “The Company has now reached a meaningful inflection point, and as we enter our next phase of growth, the Board
and management believe this is the right time to advance toward a fully shareholder-driven public company structure, with stronger governance,
clearer accountability, and a capital allocation strategy focused on long-term shareholder value.”
Key
elements of the transformation plan include:
| ● | Optimize
the portfolio – The Company is targeting the divestiture of non-core assets to
optimize capital allocation. Simultaneously, the consolidation of operating subsidiaries
under unified brands is being implemented to unlock operational synergies and drive material
improvements in operating margins. |
| | | |
| ● | Enhance
corporate governance and transparency – The Company is expanding shareholder engagement
and plans to introduce a non-binding “say-on-pay” advisory vote at an upcoming
shareholder meeting following the filing of the Company’s Annual Report on Form 10-K
in June 2026. While this advisory vote will provide shareholders with the opportunity to
express their views on executive compensation, the Board of Directors will retain final decision-making
authority. |
| ● | Optimize
Capital Structure – The Company is evaluating measures to rationalize its capital
structure and further align management incentives with shareholder value. Consistent with
its commitment to transparency, the Company plans to hold an advisory shareholder vote on
the retirement of the Series B Preferred Stock. Mr. Saumat has voluntarily agreed to abstain
from voting on this proposal to ensure the integrity of the process. |
| | | |
| ● | Reform
Executive Compensation with Immediate Cost Reduction – To drive immediate cost
reductions and enforce strict alignment with shareholders, the CEO and COO have voluntarily
voided their employment contracts and waived key compensation components. Both executives
will operate on an at-will basis, deferring the negotiation of new contracts until the conclusion
of the July 2026 annual proxy to prioritize governance and shareholder feedback. |
| | | |
| ● | Adjust
Board Compensation – To demonstrate immediate fiscal responsibility, the Board
of Directors has voted to reduce its compensation. To prioritize governance, the Board has
also agreed to postpone the negotiation of new contracts until after the July 2026 annual
proxy, allowing for the integration of shareholder feedback into future agreements. |
Jeff
P. H. Cazeau, Independent Director and Chairman of the Audit Committee stated, “This restructuring represents a significant maturation
in Earth Science Tech’s corporate governance. By voluntarily anchoring executive pay to shareholder approval and reducing near-term
fixed costs, management is sending a clear signal that they are stewards of capital first and foremost. The Board fully supports this
transition toward a more transparent, performance-driven compensation model.”
Saumat
continued, “The timing of these transformational actions is supported by improving financial performance and increasing operating
leverage across the business. We believe the underlying momentum will become increasingly evident in our financial results over time
as these changes take hold and are supported by continued disciplined cost management, accelerating revenue and stronger cash generation.”
Conference
Call and Webcast:
The
Company will provide additionnal details on today’s news as a part of its earnings conference call and webcast to discuss its second
fiscal quarter results, highlights, and outlook at 5:00pm Eastern Time. To participate in the telephone conference call please dial in
at least 15 minutes prior to start time.
Date:
Tuesday, February 17, 2026
Time:
5 p.m. Eastern Time
Toll
Free: 1 800-450-7155 Code: 9041018#
International:
+1 857-999-9155 Code: 9041018#
Live
Webcast Link: https://www.cstproxy.com/earthsciencetech/earnings/2025/q3/
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 80% of 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
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
