Current Report Filing (8-k)
May 21 2020 - 4:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): May 18, 2020
Earth
Science Tech, Inc.
(Exact
name of Registrant as Specified in its Charter)
Nevada
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000-55000
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80-0961484
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
file
number)
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(I.R.S.
Employer
Identification
Number)
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8000
NW 31st Street, Unit 19
Doral,
FL 33122, USA
(Address
of Principal Executive Offices including Zip Code)
(305)
615-2118
(Registrant’s
Telephone Number, including Area Code)
Former
name or former address, if changed since last report
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Departure
of Officers and Directors
Michel
Aube has resigned from both CEO and Chief Science Officer (CSO) positions in Earth Science Tech, Inc. and all positions within
its three wholly owned subsidies including; Canno Info Laboratories, Inc., Earth Science Pharmaceuticals, Inc., and Cannabis Therapeutics,
Inc. as of May 18, 2020.
Appointment
of Officers and Directors
Nickolas S. Tabraue was appointed May 18,
2020 as CEO of Earth Science Tech, Inc., retaining his roles as President, Director and Chairman.
Item
8.01 Other Events
Holding
Company Reorganization
Earth
Science Tech, Inc. filed documents with the Delaware Secretary of State on May 19, 2020 to effect a holding company reorganization
(the “Delaware Reorg”), which will result in a newly formed Delaware corporation, ETST Holdings, Inc., (“ETST
Delaware ”), owning all the capital stock of Earth Science Tech, Inc. ETST Delaware will initially be a direct, wholly owned
subsidiary of Earth Science Tech, Inc. Pursuant to the Delaware Reorg, a newly formed entity (“Merger Sub”), a direct,
wholly owned subsidiary of ETST Delaware and an indirect, wholly owned subsidiary of Earth Science Tech, Inc., will merge with
and into Earth Science Tech, Inc., with Earth Science Tech, Inc. surviving as a direct, wholly owned subsidiary of ETST Delaware.
Each share of each class of Earth Science Tech, Inc. stock issued and outstanding immediately prior to the ETST Delaware Merger
will automatically convert into an equivalent corresponding share of ETST Delaware stock, having the same designations, rights,
powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Earth Science Tech,
Inc. stock being converted. Accordingly, upon consummation of the ETST Delaware Merger, Earth Science Tech, Inc.’s current
stockholders will become stockholders of ETST Delaware. The stockholders of Earth Science Tech, Inc. will not recognize gain or
loss for U.S. federal income tax purposes upon the conversion of their shares in the ETST Delaware Merger.
The
ETST Delaware Merger was conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which provides
for the formation of a holding company without a vote of the stockholders of the constituent corporations. Effective upon the
consummation of the ETST Delaware Merger, ETST Delaware will adopt an amended and restated certificate of incorporation and amended
and restated bylaws that are identical to those of Earth Science Tech, Inc. immediately prior to the consummation of the ETST
Delaware Merger, except for the change of the name of the corporation as permitted by Section 251(g). Furthermore, the conversion
will occur automatically without an exchange of stock certificates. Stock certificates previously representing shares of a class
of Earth Science Tech, Inc. stock will represent the same number of shares of the corresponding class of ETST Delaware stock after
the ETST Delaware Merger. Following the consummation of the ETST Delaware Merger shares of our Common Stock will continue to trade
on the under the symbol ETST on the OTC Markets.
SIGNATURES
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.
Dated:
May 20, 2020
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RECEIVER
FOR EARTH SCIENCE TECH, INC.
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CASE
NO. A-18-784952-C
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STRONGBOW
ADVISORS, INC.
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By:
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/s/
Robert Stevens
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Robert
Stevens
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Receiver
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Dated:
May 20, 2020
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EARTH
SCIENCE TECH, INC.
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By:
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/s/
Nickolas S. Tabraue
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Nickolas
S. Tabraue, under the supervision and direction
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of
Robert Stevens and Strongbow Advisors, Inc., receiver
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for
Earth Science Tech, Inc. Case No. A-18-784952-C
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CEO,
Director, & Chairman
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