Current Report Filing (8-k)
March 06 2019 - 12:58PM
Edgar (US Regulatory)
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):
February 28, 2019
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)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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8000
NW 31st Street, Unit 19
Doral,
FL 33122
(Address
of principal executive offices)
(305)
615-2118
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
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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Written communication
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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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
1.01 Entry into a Material Definitive Agreement.
On
February 28, 2019, Earth Science Tech, Inc., a Nevada corporation (the “Company”), entered into an Equity Financing
Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”)
with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement,
GHS agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration
Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”)
Following
effectiveness of the Registration Statement, the Company shall have the discretion to deliver puts to GHS and GHS will be obligated
to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the
investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put
notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock
during the ten (10) trading days preceding the put, so long as such amount does not exceed $350,000. Pursuant to the Equity Financing
Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s
Common Stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding
Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity
Financing Agreement). Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness
of the Registration Statement or the date on which GHS has purchased an aggregate of $5,000,000 worth of Common Stock under the
terms of the Equity Financing Agreement. Additionally, in accordance with the Equity Financing Agreement, the Company shall issue
GHS a promissory note in the principal amount of $30,000 to offset transaction costs (the “Note”).
The
Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration
Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective
by the Commission within 30 days after the date the Registration Statement is filed with the Commission, but in no event more
than 90 days after the Registration Statement is filed.
The
foregoing is only a brief description of the material terms of the Note, Equity Financing Agreement and Registration Rights Agreement,
and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions
are qualified in their entirety by reference to the Note, Equity Financing Agreement and Registration Rights Agreement filed as
Exhibits 4.1, 10.1, and 10.2, respectively, to this Current Report on Form 8-K.
Item
9.01 Financial Statement and 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.
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RECEIVER FOR EARTH SCIENCE TECH, INC.
CASE NO. A-18-784952-C
STRONGBOW ADVISORS, INC.
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Dated:
March 6, 2019
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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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EARTH SCIENCE TECH, INC.
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Dated: March 6, 2019
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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 of Robert Stevens and Strongbow Advisors, Inc., receiver for Earth Science Tech, Inc. Case No.
A-18-784952-C
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President, Director & Chairman
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