Section 1.01(a) Entering into a Material Definitive Agreement
Purpose of this 8-K/A
We are filing this amended current report on Form 8-K/A to update the current report on Form 8-K filed with the SECOND on November 8, 2021. The purpose of this amended current report on Form 8-K/A is to clarify that the acquisition noted below has not yet been finalized and is still in the due diligence phase. The acquisition will not be finalized until the necessary funds have been raised to pay the purchase price in full.
Phase I acquisition execution
On November 3, 2021the Company has entered into an agreement to acquire the two
RxCompoundStore.com, LLC (“RxCompound”) and Healing Peaks, LLC (“Peaks”) (collectively, the “Companies”). The acquisition of these two companies is Phase I of its rollout plan to generate immediate revenue through compounding pharmacy with a focus on men’s health. The company first announced its acquisition plans earlier in its current report on Form 8-K filed with the
US Securities and Exchange Commission (“SEC” or the “Commission”) on September 10, 2021.
On RxComponentStore.com, 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 because the company was able to acquire RxCompound for a price significantly below what 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 pathway. 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 branded 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 candies 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.
General Conditions of Acquisitions.
Both RxCompound and Peaks are Florida limited liability companies whose shareholding is structured in shares or shares. Although the agreement was negotiated at arm’s length and the Company and the owner of the membership units of RxCompound and Peaks have separate attorneys, since the owner, mario tabraueis the brother of Nickolas Tabraueour CEO and member of our Board of Directors. Nickolas Tabraue abstained from voting on the resolution of the board of directors that approved these transactions. Upon Closing, both RxCompound and Peaks will be wholly owned subsidiaries of the Company. The agreement between the parties provides that the Company will acquire all of the shares of the two companies in exchange for $300,000 in cash and 3,000,000 common shares of the Company. However, since there are DEA and Pharmacy Board notification requirements as well as audit requirements that must be met before transactions can be fully “closed”, membership units will all be held in escrow until the closing conditions have been satisfied or waived. However, notwithstanding the escrow requirement, the parties were very interested in beginning to execute their collective business plan and the company intends to provide funding to Peaks and RxCompound while they are in escrow and they will provide both income to society. As a result, only half of Earth Science Technology, Inc., the common shares issuable under the agreement will be held in escrow. The other half will be given to mario tabraue
and/or its delegates immediately. Half of the common shares of the Company held in third hands will be delivered to mario tabraue or its delegates and RxCompound and Peaks Membership Units will be surrendered to the Company, all upon satisfaction of any closing or waiver conditions. RxCompound and Peaks will in all likelihood require audits and we expect this condition to be the one that will take the most time to fulfill (and it is the one that cannot be waived since the company has reporting obligations under the Securities Exchange Act of 1934, as amended). In addition, the agreement provides that the cash portion of the consideration provided by the Company will be paid as the Company receives the proceeds of its financing efforts, dollar for dollar. That is to say, for each $2.00 received by the Company in the form of financing, whether debt or equity, the Company will pay $1.00 around the $300,000 cash portion of the consideration to be provided by the Company, until paid in full. Notwithstanding the dollar-for-dollar payment requirement, there is a provision that allows
mario tabraue to withhold and not accept payment(s) if it determines, in its discretion, that there is a greater need for RxCompound, Peaks or the Company. Finally, under the terms of the agreement, mario tabraue was appointed as a member of the Company’s Board of Directors to fill a vacant position and appointed President of the Company. He will continue to serve as Chairman of RxCompound and Peaks while in receivership and after the closing. The complete terms of the Agreement are attached hereto as a Schedule.
Item 5.02(c)(d) Appointment of Certain Officers; Election of directors
On November 3, 2021in accordance with the terms of the acquisition agreement referred to in point 1.01 above, the Board of Directors of the Company has appointed Mario G. Tabraue to fill a vacant position. He will exercise his functions as a member of the Board of Directors until his previous resignation, dismissal or incapacity. In addition, under the same agreement, mario tabraue has been appointed president of the company, until his resignation or prior removal and will continue to serve as president of both RxCompoundstore.com, LLC. and
Healing Peaks, LLC while the membership units of both are blocked and after closing, when both are wholly owned subsidiaries. (Nickolas Tabraue
will continue to serve as CEO of the Company).
mario tabraue – Chairman and director, 42 years old (age) Mr Tabraue worked from 1997 to 2002 in real estate transactions as well as liability and civil liability insurance claims at the law firm Moises Kaba III. During this time, he also created freelance websites and worked with companies creating and implementing new processes, in accounting and with digital technologies. From 2002 to 2009, Mr Tabraue worked for Eller-ITO Stevedoring Company to
Port of Miami where he served in operations and logistics, first with simple operations on ships and, as he demonstrated, his skills evolved into complex operations and finally the management of the planning and complete operations of the ships. From 2009 to 2013, Mr. Tabraue worked for Ceres marine terminals as Director of Operations where he was given increasing responsibilities until among his duties included negotiating contract issues with labor union officials and contract negotiations with companies such as as Royal Caribbean, Mediterranean Shipping Lines, Hapag-Lloyd and others. From 2013 to 2014 he started working with
Zoological Fauna Foundation, a company founded by his family in 2008. At the Foundation, he restructured operations, tour packages, accounting systems and fully automated their reservation system through the company’s website. In the end, all internal procedures were automated and dematerialized. In 2014
Mr Tabraue was recruited to Eller-ITO where he returned as Marine Manager and advanced to Special Projects Manager. In 2019, he started working for JCR Medical Equipment as Finance Manager. In 2020, Mr. Tabraue purchased RxCompoundStore.com with a vision to launch a telemedicine platform to expand the company’s reach and compete in the online marketplace.
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