EARTH SCIENCE TECH, INC. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)


Section 1.01(a) Entering into a Material Definitive Agreement

On November 8, 2022, Earth Science Technology, Inc. (the “Company”) and sellers of both, LLC (“RxCompound”) and Healing Peaks, LLC (“Peaks”) (collectively, “Targets”) amended the Purchase Agreement for Targets Membership Units, dated November 3, 2021 (“OK”). Pursuant to the terms of the amendment, the parties amended the purchase price of the agreement such that the company agreed to issue a cumulative total of 53,700,000 common shares in exchange for all membership units in movement of targets. The acquisition of the Targets by the Company will be deemed concluded upon the issuance of said shares.

About, LLC and Healing Peaks, LLC.

RxCompound is a licensed compounding pharmacy in the States of New York and
Florida and registered with the Drug Enforcement Agency (“DEA”) to sell Schedule II and III controlled drugs. RxCompound focused on men’s health, particularly medical products for the treatment of erectile dysfunction (“ED”) such as tadalafil and sildenafil citrate (generic names for Cialis and Viagra, respectively) and d others, combined in capsules, tablets. Its flagship product(s) is an exclusive formulation for erectile dysfunction drugs for men in the form of gummies. Currently, RxCompound is not certified and does not have sterile facilities that would allow it to offer drugs that can be injected such as Testosterone, HCG, TriMix or Peptides. However, it planned to become a sterile compounding pharmacy and was working there when we entered into the definitive agreement to acquire RxCompound. The timing was perfect as the company was able to acquire RxCompound for a price significantly lower than it would have been valued at if it already had a certified sterile facility while being very close to it and having the plan and path. established and ready to implement. RxCompound will work with Peaks to fill prescriptions for customers referred to by Peaks. RxCompound may expand by seeking pharmacy licenses in other states and plans to work with Peaks to determine which states represent opportunities and in order of priority.

Peaks was started as a marketing company that markets ED products for men, but the company plans to expand the products offered that RxCompound can prepare and sell. Peaks is what is called a telemedicine reference site facilitating asynchronous consultations for brand name compound drugs prepared at RxCompound. For example, men who respond to ads for ED gummies are referred to licensed medical professionals who determine through questionnaires completed by the potential patient. By the answers provided, the doctor determines whether he can: take the medicine safely and meet the requirements; and if so, the doctor will send a prescription to RxCompound who will fill it and send the candy to the client/patient. Since RxCompound is only allowed in Florida and New York, Peaks will not target its efforts in other states unless it establishes a referral relationship with pharmacies in other states where RxCompound does not intend to seek licensing as a preparation. As RxCompound expands the products it wants to focus on, Peaks will develop campaigns to drive sales of those products.

Item 9.01 Financial statements and supporting documents

Exhibit No.   Description
10.1            Amendment No. 1 to the Purchase Agreement for the Membership Units
              of, LLC and Peaks Curative, LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL

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