Earth Science Tech holders approve reverse split authority for uplisting

Earth Science Tech, Inc. (OTC: ETST) said its stockholders approved a reverse stock split and the retirement of its Series B Preferred Stock at its first annual meeting, held virtually on August 31, 2026. The company reported the results in a press release filed as Exhibit 99.1 to a Form 8-K dated September 1, 2026, issued from Miami.

The reverse split

The approval covers a reverse stock split that would stay valid for 12 months. The release says the split may be carried out only if the board decides it is needed to meet the minimum bid price requirement for an uplisting to a national securities exchange. It gives no split ratio, no timetable and no share price at which the board would act.

The proxy statement had described this item as a non-binding advisory vote, which would not require the board to act. The release says shareholders "approved" it. It does not say whether the result was advisory or binding, and it reports no vote totals for any proposal, so the size of the majority is not disclosed.

The Series B preferred stock

Stockholders also authorized the board's independent Special Committee to negotiate the retirement of the Series B Preferred Stock. The company says retiring those shares would eliminate its dual-class, super-voting control structure and align voting power with the economic interests of all stockholders.

The release gives no price, no counterparty and no timing, and it does not name the holders of the Series B 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. The proxy had described the Series B item as a non-binding advisory proposal, not a transaction.

Pay, directors and auditor

Shareholders approved the company's executive compensation structure, which the release describes as non-dilutive and cash-only, and they chose a three-year cycle for future advisory votes on pay. The release says the vote validates management's reliance on performance-based cash bonuses. It gives no totals that would show how much support that approval drew.

Stockholders re-elected all seven director nominees and ratified Semple, Marchal & Cooper, LLP as the independent registered public accounting firm for the current fiscal year. The proxy had stated that the company is not currently a listed issuer, so the reverse split is a step toward a listing the company does not yet have.

The business and its numbers

Earth Science Tech describes itself as a diversified holding company in health and wellness. Its annual report lists RxCompoundStore.com, LLC, a Miami compounding pharmacy, and Mister Meds, LLC, an Abilene, Texas pharmacy that received full compounding licensure in March 2025. Telehealth units Peaks Curative LLC and DOConsultation.com LLC send prescriptions to those pharmacies. The consumer kitchen brand MagneChef is 80% owned.

The annual report says net income was $3.6 million for the fiscal year ended March 31, 2026, against $3.3 million a year earlier. Cash provided by operations was $1.9 million, against $4.4 million in the prior year. Even so, cash and cash equivalents fell from $1.5 million at March 31, 2025 to $796,797 at March 31, 2026, according to the 10-Q filed August 7, 2026. The balance was $631,118 at June 30, 2026.

What the release leaves out

The release gives no vote totals, no split ratio, no date for any split, no Series B price or terms, and no names for the Special Committee members. It also carries standard forward-looking statement language, and the company's contacts are investor relations advisers at Hayden IR. The account of the vote rests on the company's own release.

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