Earth Science Tech to ask holders for advisory vote on reverse split for uplisting

Earth Science Tech, Inc. (ETST), a Florida corporation based in Miami, filed a definitive proxy statement on July 29, 2026 for its annual meeting. The meeting is set for August 31, 2026 at 5:00 p.m., held virtually. Stockholders of record on July 2, 2026 may vote.

The proposals

Proposal Four is a non-binding advisory vote recommending that the board pursue a reverse stock split of the common stock, if the board deems it necessary to satisfy the minimum bid price requirement for an uplisting. The proxy says the company is "not currently a listed issuer." The board recommends a vote for Proposal Four. The proxy's notice gives no split ratio or the number of shares a split would produce.

Proposal Three is a separate non-binding advisory proposal to allow the board to propose an offer to purchase and retire the Series B Preferred Stock. The notice describes the proposal but gives no price, size or timing for any offer.

The other items are the election of seven directors for one-year terms, ratification of Semple, Marchal & Cooper, LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027, an advisory vote on executive compensation, and an advisory vote on how often to hold that vote. The board recommends a vote every three years. The proxy says abstentions and broker non-votes will have no effect on Proposals Two through Five.

Governance and the vote

The proxy describes the board's independence determinations for its directors, citing SEC rules and Nasdaq requirements, even though it also says the company is "not currently a listed issuer." It gives 287,590,881 shares of common stock outstanding on the July 2 record date and sets a quorum of 143,795,441 shares.

The company's annual report, filed June 18, 2026, says management holds about 48% of outstanding shares, and that the vast majority of those were purchased. It also says the company cut its authorized common stock from 750 million shares to 300 million, and it has a share buyback program. The report says the company has focused on non-dilutive financing since its final share issuance in October 2023.

Because the votes on Proposals Three and Four are advisory, a passing result would not bind the board. The proxy does not say what the board will do if the stockholders reject the reverse split recommendation.

The business

Earth Science Tech describes itself as a diversified holding company in health and wellness, building a vertically integrated platform for compounded medications and telehealth. Its pharmacies are RxCompoundStore.com, LLC, a Miami compounding pharmacy, and Mister Meds, LLC, an Abilene, Texas pharmacy that received full compounding licensure in March 2025. Peaks Curative LLC is a telemedicine referral platform, and DOConsultation.com LLC is a telehealth brand. Avenvi LLC handles real estate and asset management, and MagneChef is an 80%-owned direct-to-consumer kitchen products brand.

The 10-K reports net income of $3.6 million for the fiscal year ended March 31, 2026, against $3.3 million for the prior fiscal year. Cash provided by operations was $1.9 million in fiscal 2026 and $4.4 million in fiscal 2025. The company is profitable on those figures, but the proxy does not tie the reverse split proposal to any current financial need.

What the proxy does not say

The proxy does not describe the terms of the Series B Preferred Stock or the reason for buying it back. It does not state a split ratio, a minimum bid price the company would need to reach, or a date by which the board would act on a reverse split. The chief executive officer and chairman, Giorgio R. Saumat, signed the notice of the meeting.

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