April 23, 2019
Nickolas Tabraue
President
Earth Science Tech, Inc.
8000 NW 31st Street, Unit 19
Doral, FL 33122
Re: Earth Science Tech, Inc.
Registration Statement on Form S-1
Filed March 27, 2019
File No. 333-230543
Dear Mr. Tabraue:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 27, 2019
Prospectus Summary, page 1
1. Please revise the discussion of the matter entitled Cromogen
Biotechnology Corporation
vs. Earth Science Tech, Inc. to describe in more detail the judgment in
favor of
Cromogen. Specifically indicate the total of the award was $3.99
million. Also revise the
risk factor "We are currently under the control of a court appointed
receiver" to indicate
the total amount of the award.
2. We note that the company sought the appointment of the Receiver by the
Nevada District
Court. Please expand to explain why the company sought a receiver and
clearly address
whether the company was insolvent or in imminent danger of insolvency.
Revise your
disclosure to address the nature of the receivership, the potential
impacts on the company
and what potential outcomes the receivership may have on the company.
Specifically
Nickolas Tabraue
FirstName LastNameNickolas Tabraue
Earth Science Tech, Inc.
Comapany NameEarth Science Tech, Inc.
April 23, 2019
April 2 2019 Page 2
Page 23,
FirstName LastName
address the potential effects of the receivership on the investors in
the current offering.
Consider adding a section to the registration statement that addresses
receivership in
Nevada. We may have further comment.
Risk Factors, page 11
3. Please add a risk factor addressing the company's liquidity.
Special Information Regarding Forward-Looking Statements, page 11
4. We note your reference to the safe harbors provided by the Private
Securities Litigation
Reform Act of 1995. Please remove reference to these safe harbors
throughout the
prospectus as they are not available for issuers issuing a penny
stock.
We may not have access to the full amount under the financing agreement, page
25
5. We note your statement that the "lowest trading price ... was
approximately $0.61. At that
discounted price, the 5,873,370 shares would only represent
$2,866,204.50, which is
below the full amount of the Financing Agreement." We also note your
disclosure under
"The Offering" section on page 28 which indicates that the lowest
trading price was
approximately $0.63 which covers the sale of $3,700,223.10 worth of
shares. Please
revise to reconcile your disclosure as appropriate.
Market and Other Information, page 26
6. We note your statement that your common stock is quoted on the OTCQB
Marketplace.
We also note you indicate that the last reported sale price of the OTC
Pink was $0.64 per
share. Please advise us why you reference the OTC Pink market for your
share price
when your common stock is quoted on the OTCQB Marketplace. Also please
revise to
provide the disclosure required by Item 201(a)(ii) and 201(a)(iii) of
Regulation S-K.
Description of Securities to be Registered, page 30
7. Please revise to address the material terms of the outstanding
preferred stock. Specifically
address the voting and any liquidation preference of the preferred
stock.
Information with Respect to the Registrant, page 33
8. We note your statement regarding the appointment of Strongbow
Advisors, Inc. and
Robert Stevens as receiver that "Stevens and Strongbow have built a
reputation and
differentiated themselves by assisting companies with financings and
working in the
capital markets to help companies raise the capital needed not only to
pay debts but to
build and grow their businesses. As a result, they are almost
hyper-vigilant in protecting
their companies' shareholders and are not focused solely on
creditors." It is our
understanding that the receiver, as an agent of the court, is
independent and neutral in
managing company operations and trying to preserve the value of the
corporation. Please
Nickolas Tabraue
FirstName LastNameNickolas Tabraue
Earth Science Tech, Inc.
Comapany NameEarth Science Tech, Inc.
April 23, 2019
April 3 2019 Page 3
Page 23,
FirstName LastName
revise your disclosure to clarify that the receiver acts on behalf of
the court and that the
receiver is neutral and independent in restructuring companies to
retain value for the
creditors and shareholders.
Results of Operations, page 46
9. Please revise the results of operations to discuss in greater detail
the reasons for the
changes in the various results of operations. For example, describe
the reason for the
increase in revenues for the period ended December 31, 2018 as
compared to December
31, 2017. See Item 303(a)(3) of Regulation S-K and Section III.B.4 of
SEC Release No.
33-8350 (December 29, 2003).
The Company's plan of Operation for the Next Twelve Months, page 46
10. Please revise to provide a basis for your statement that "we are
confident that we will
emerge from receivership ... in a better position for our shareholders
than we entered into
it." We may have further comment.
Directors, Executive Officers, Promoters, and Control Persons, page 52
11. Please revise to briefly discuss the specific experience,
qualifications, attributes or skills
that led to the conclusion that the person should serve as a director
for the company.
Executive Compensation, page 55
12. Please revise Dr. Michel Aube's total compensation to reflect the
compensation paid for
the year ended 2018.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder
Matters, page 57
13. Please revise to update the information in the beneficial ownership
table to the most recent
practicable date. See Item 403 of Regulation S-K.
Transactions with Related Persons, page 59
14. Please identify the stockholder who has notes payable by the company
that are in default.
See Item 404 of Regulation S-K.
Other Expenses of Issuance and Distribution, page II-1
15. Please revise to provide a statement of all expenses in connection
with the issuance and
distribution of the securities being registered as required by Item
511 of Regulation S-K.
Nickolas Tabraue
FirstName LastNameNickolas Tabraue
Earth Science Tech, Inc.
Comapany NameEarth Science Tech, Inc.
April 23, 2019
Page 23,
April 4 2019 Page 4
FirstName LastName
Recent Sales of Unregistered Securities, page II-2
16. Please revise to state the aggregate amount of consideration for each
offering and
also briefly state the facts relied upon to make the exemption
available for each of the
noted offerings. See Item 701(d) of Regulation S-K.
Exhibit 5.1 Opinion of Lucosky Brookman LLP, page II-8
17. We note you indicate in the Lucosky Brookman legality opinion that
"this opinion is
based upon currently existing statues, regulations, rules and judicial
decisions" but you do
not identify Nevada as the law being referenced. Please revise the
legality opinion to refer
to Nevada law as the law applicable to the legality opinion.
Exhibits, page II-8
18. We refer to exhibit 10.4. Please comply with Securities Exchange Act
Rule 12b-12(d)
regarding English language translations and summaries of foreign
language documents.
Signatures, page II-10
19. Please have your Principal Executive Officer, Principal Financial
Officer, your Controller
or Principal Accounting Officer and the majority of your board of
directors sign the
registration statement. See Instruction 1 to Signatures of Form S-1.
General
20. Please add a section and relevant disclosure in the prospectus which
addresses the
company's legal proceedings. See Item 103 of Regulation S-K.
Nickolas Tabraue
Earth Science Tech, Inc.
April 23, 2019
Page 5
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jonathan Burr at 202-551-5833 or David Link at
202-551-3356 with
any questions.
Sincerely,
FirstName LastNameNickolas Tabraue
Division of
Corporation Finance
Comapany NameEarth Science Tech, Inc.
Office of Beverages,
Apparel and
April 23, 2019 Page 5 Mining
FirstName LastName