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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): June 10, 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
7.01 Regulation FD Disclosure
On
June 10, 2026, the Company issued a press release (the “Release”) announcing its annual shareholder letter for FY ended March
31, 2026.
A
copy of the Release issued by the Company on June 10, 2026, 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 |
| 99.1 |
|
Press release issued by the registrant on June 10, 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:
June 10, 2026 |
By: |
/s/
Giorgio R. Saumat |
| |
|
Giorgio
R. Saumat |
| |
Its: |
CEO
and Chairman of the Board |
Exhibit
99.1
Earth
Science Tech, Inc. (ETST) Annual Shareholder Letter for FY Ended March 31, 2026
“We
measure our progress not only by the milestones we reached, but by the capabilities we built to reach the ones still ahead.”
| | ● | Over
6.9 million shares of common stock repurchased since fiscal Q1 2026 |
| | ● | Peaks
Curative surpassed $2 million in revenue in the first week of Fiscal Q4 2026 |
| | ● | Cash
flow positive across its operating platform |
| | ● | Expanding
with disciplined, debt-free growth |
Miami,
FL, June 10, 2026, Earth Science Tech, Inc. (OTC: ETST) (“ETST” or “Company”), a strategic holding company, today
provided a business update in a letter to shareholders.
Dear
Shareholders,
The
fiscal year ended March 31, 2026, was a truly transformational one for our company. It was not an easy year—we navigated real highs
and lows—but I believe we set the stage for the next leg of our journey: the chapter in which Earth Science Tech turns from a bold
endeavor into a lasting legacy, one this management team will be proud to have built. And for those who don’t yet know who ETST
is, I’ll say it plainly—I believe you are going to be sorry you weren’t paying attention.
To
make that case, let me share a few of the milestones we reached last fiscal year. As you read them, I’d ask you to notice the theme
that runs through every one:
| | ● | Having
acquired the Texas property that houses Mister Meds in the prior fiscal year, we built the
location from the ground up and launched operations that grow stronger every day—without
adding any debt to our balance sheet. |
| | ● | Having
acquired DOConsultation and Villas Health, we turned both assets around, and together they
are now cash flow positive. Their impact has reached across our entire health/wellness segment,
and they were instrumental in the achievement that follows in the next bullet point—without
adding any debt to our balance sheet. |
| | ● | We
redesigned and rebuilt our proprietary technology stack and re-launched MyOnlineConsultation
(MOC Teledoc) as a prescriber network that has been cash flow positive since its very first
day of operation—without adding any debt to our balance sheet. |
| | ● | We
accelerated our marketing efforts at Peaks and grew their revenue substantially, surpassing
the $2 million mark in the first week of our fourth quarter—without adding any debt
to our balance sheet. |
| | ● | We
permitted and built out the first residential property at Avenvi, which is under contract
for sale—without adding any debt to our balance sheet. |
| | ● | We
repurchased and retired 3,773,296 shares of our outstanding stock—without adding any
debt to our balance sheet. |
| | ● | And
after a long and costly process, FINRA cleared our Form 211 in December—funded, once
again, without adding any debt to our balance sheet. |
I
could go on, but I want to keep this letter brief, and we will be filing our 10-K annual report in the coming weeks. The point is simply
this: in my view, we began the new fiscal year in a position of real financial strength.
Looking
ahead, our core focus remains on optimizing the operational frameworks of our holdings to support scalable, sustainable expansion. For
the sake of clarity, transparency, and financial alignment, effective March 31, 2026 (Fiscal Year 2026) we will present our results across
two primary segments: Health/Wellness and Corporate/Other. When we file our 10-K, you will also notice that we have refined our description
of the company to better reflect what Earth Science Tech does as a consolidated entity. I expect every company under the ETST umbrella
to expand its geographic footprint this year, and we will pursue acquisitions and/or partnerships where they help us meet that goal.
Our
Health/Wellness segment is the core operating engine of the company, and we expect it to drive most of the total revenue this fiscal
year. It is building genuine forward momentum, fueled by rising volumes, expanding provider relationships, and the advantages of a vertically
integrated model.
Our
Corporate/Other segment has generated strong cash flow quarter-to-date. Currently, the company has three additional properties for development
awaiting final permit approval. We have also retired 3,150,392 shares of our common stock quarter-to-date.
On
behalf of the entire leadership team, I extend my sincere gratitude to you, our shareholders, for your continued trust and support. Everything
we have achieved is the direct result of collective dedication—and it marks the beginning of what we believe is a far larger corporate
trajectory.
I
cannot end this letter without stating, as the largest shareholder of ETST, how proud I am of all the people that work at ETST and/or
its holdings. We have the best management team I have ever been a part of and the culture that filters down through the entire organization
is nothing short of amazing.
I
look forward to meeting shareholders at the Planet Microcap Conference in Las Vegas on June 16th – 18th or
at our annual shareholder meeting (date TBD – after we file our 10-K annual report).
As
we set our sights on the milestones ahead, we remain fiercely committed to transparency and to a relentless focus on maximizing shareholder
value.
Regards,
Giorgio
R. Saumat
CEO
& Chairman of the Board
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.ETST.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
