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): December 12, 2024
Commission File No. 000-55000
EARTH SCIENCE TECH, INC.
(Exact name of registrant as specified in its charter)
| florida | | 80-0961484 |
| (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)
8950 SW 74 th CT
Suite 101
Miami, FL 33156, USA
(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)) |
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| | ☐ | 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 2.01 Completion of Acquisitions
On October 1, 2024, Earth Science Tech, Inc., a Florida corporation (OTC: ETST) (the “Company”) acquired Avenvi, LLC., a Florida limited liability company (the “Seller”) and is filing this 8-K with audited financials completed on December 12, 2024 pursuant to the previously announced Purchase and Sale Agreement dated October 1, 2024 (the “closing Date”), and, for the purposes set forth therein, the Seller entered into a Purchase and Sale Agreement, pursuant to which the Company agreed to acquire the Seller.
The description of the Purchase and Sale Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which is filed as Exhibit 2.1 hereto, and the terms of which are incorporated by reference herein. This summary is not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SEC. The terms of the Purchase and Sale Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Purchase and Sale Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Purchase and Sales Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements of Avenvi, LLC. required by Item 9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to (i) Avenvi, LLC’s audited consolidated balance sheets as of and for the period ended September 30, 2024.
(b) Exhibits
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: December 12, 2024 | By: | /s/ Giorgio R. Saumat |
| | | Giorgio R. Saumat |
| | Its: | CEO and Chairman of the Board |
| | | |
| Dated: December 12, 2024 | By: | /s/ Ernesto L. Flores |
| | | Ernesto L. Flores |
| | Its: | Chief Financial Officer CFO |
