Earth Science Tech, Inc. (ETST) Earnings Call Transcript & Summary

August 31, 2026

OTCPK US Health Care Pharmaceuticals shareholder_meeting 39 min

Earnings Call Speaker Segments

Giorgio Saumat

executive
#1

Good afternoon. It is now 5:00 p.m. the time for this meeting, and I call to order the Annual Meeting of Shareholders of Earth Science Tech. My name is Giorgio Saumat, I serve as CEO and Chairman of the Board of Earth Science Tech. I will be chairing today's meeting. So welcome to all of you, and thank you for joining us. With me today is Mario G. Tabraue, our COO; and the Director, Ernesto Flores, our CFO and a Director; Chris Rose, our Chief Technology Officer; Victoria Losada, the Secretary of the Company and a Director; Yovan Sanchez, another director, Dr. Emiliano Curia and Jeff Cazeau, both independent directors, and we also have Ron Shaw, a representative of our independent registered public accounting firm of Sample, Marchal & Cooper. Carl Ranno, our attorney Securities Council is currently not on the call, but is available at any time during the meeting in the event he is needed. I have appointed Margaret Lloyd from our transfer agent, to serve as inspector of elections for this meeting. The inspector has taken the required and will tabulate the votes and certify the results at the end. I will now ask Victoria Losada, our Secretary to report on notice of the meeting and the presence of a quorum.

Unknown Executive

executive
#2

Notice of this meeting, together with the proxy statement and form of proxy was duly mailed and/or made available to all shareholders of record at the close of business on July 2, 2026, in accordance with the company's filings and applicable law. An affidavit of manning will be filed with the records of this meeting. As of the record date, there were 287,590,881 shares of common stock outstanding and entitled to vote. The Inspector of Elections has advised shareholders 251,760,138, which is 88% of the shares entitled to vote are present in person or represented by proxy. That constitutes a quorum, and the meeting is properly convened to conduct business.

Giorgio Saumat

executive
#3

Thanks, Vicki. Okay. Just quickly, how we're going to do this. We're just going to proceed through each item in the order shown on the agenda, each proposal is described in detail in the proxy statement. I will present this proposal, allow for a brief opportunity for questions on that item. And then we will vote after all the proposals have been discussed. Shareholder questions of a general nature will be taken during the question-and-answer period near the end of the meeting. If you have already voted by proxy, you don't need to vote again, unless you want to change your vote. However, you will have to do the Continental Stock Transfer and Trust proxy site. The polls are now open for voting on all proposals. So let's get started. The first proposal is -- the first item of business is the election of directors. The Board has nominated the following individuals to serve until the next annual meeting and/or until their successors are duly elected and qualified: Georgia Saumat, Mario G. Tabraue, Ernesto L. Floris, Victoria Losada, Yovan Sanchez, Dr. Emiliano Curia and Jeff P.H. Cazeau. The proposal is properly before the meeting. The resolution before you is that the nominees named to be elected as directors of the company as set forth in the proxy statement. Is there any discussion or questions on proposal 1? Okay. The second item of business is the ratification of the appointment of Simple, Marchal & Cooper as the company's independent registered public accounting firm for the fiscal year ending March 31, 2026. The Audit Committee has appointed the firm and the Board recommends that shareholders ratify that appointment. The proposal is properly before the meeting. The resolution before you is that the appointment of Simple, Marchal & Cooper as the company's independent registered public accounting firm be ratified. Is there any discussion or any questions on proposal 2? Moving on. The third item of business is an advisory nonbinding vote on a proposal for the company to purchase and retire its outstanding Series B preferred stock as described in the proxy statement, the Board is seeking shareholder input on a plan for the company to acquire all outstanding shares of Series B preferred stock from the holders thereof for cash and upon acquisition to cancel and retire those shares. It is important to note that the holder of the Series B is not required to accept any offer. The proposal is properly before the meeting. The resolution before you is that shareholders approve on an advisory basis the purchase by the company of its outstanding Series B preferred stock on the terms described in the proxy statement and the subsequent cancellation and retirement of such shares. Is there any discussion or questions on Proposal 3?

Unknown Executive

executive
#4

Yes. A shareholder closed the following question. Regarding proposal 3, retiring the B-Series preferred stock and eliminating the super voting structure, can the Board share a bit more about the framework or primary factors the committee will look at to ensure this transaction ultimately drives long-term value for the common stockholders.

Giorgio Saumat

executive
#5

Okay. I think it's important to note that there's a big disconnect between whatever the Board or special committee could offer. And I am -- and let's be clear, I am the holder of those Series B repurchase. So this is why I have a little unique insight into this. The whole reason why those Series B preferred shares are in my possession is simply because I have a large [indiscernible] in the company, and I've always viewed that as my insurance. Obviously, with us wanting to do an uplift that that an uplift is probably going to require the retirement of the shares so that you don't have that dual class structure that some of the national exchanges don't like or frown upon. That being said, I don't -- I feel -- I don't feel confident in any way that we're going to be able to reach a valuation of -- for those shares that any special committee is going to come up with versus the insurance that I view them as. That we'll see what happens at that time. But obviously, I think there's other possible ways that this could happen without the company having to lay out cash or buy me out of them. And we can discuss some of those later. But I don't think it's necessary to do this at this time. But of course, we wanted to put it on the shareholders' meeting for the purpose to have that option, an uplift to a national exchange becomes a real thing in the next year. Anything else? Any other?

Operator

operator
#6

No.

Giorgio Saumat

executive
#7

Okay. Let's move on to Proposal 4. The fourth item of business is an advisory nonbinding vote on a proposal for the company to pursue a reverse stock split of its outstanding common stock in connection with an application to uplift the company's common stock to a national securities exchange. As described in the proxy statement, the Board is seeking shareholder input on effecting a reverse split of the company's common stock at a ratio of not less than 2:1 and not more than 30:1 with a specific ratio and timing to be determined by the Board. For the purpose of increasing the per share trading price to meet the initial listing requirements of OTCQX NASDAQ or NYSE and to support the company's proposed uplifting. The proposal is properly before the meeting. The resolution before you is that the shareholders approve, on an advisory basis, the Board's pursuit of a reverse stock split of the company's outstanding common stock at a ratio within the range described in the proxy statement, together with the related effort to uplift the company's common stock to a national securities exchange. Is there any discussion or questions on Proposal 4?

Unknown Executive

executive
#8

Yes. Regarding Proposal 4, the prospect of uplisting uplifting, can management share a general road map for this uplisting process. Additionally, how does the Board plan to strategically evaluate market conditions to ensure a potential reverse split is timed perfectly to maximize momentum.

Giorgio Saumat

executive
#9

Okay. Let me begin by saying there's, I think, doing a reverse split down here where our stock prices is an absolute, no, I don't think anybody -- I mean this is the proposal that I've got received the most feedback about that I certainly will not advocate or hope for or push for it at these prices. So that's that brings the next question into the forefront, right, which is how would you actually view like this? Or how would we do it? I think to use it to uplift to OTCQX is pointless. I think the company is worth more and more being valued than OTCID. And I think that ultimately you can't -- you're not going to be able -- it does make sense to do it to OTCQX. It only makes sense to do it to NASDAQ or New York Stock Exchange. And so I that, I think, is most likely would be later next year. And ideally, our stock price is higher if we're going to do that. Now to the flip side, there is some things out there, SEC rules that are being proposed to treat OTCQX and OTCQB as markets. If those proposals pass, and I have reason to believe that they will, and we can discuss those at a later time where you guys can e-mail me, then we may never actually do the reverse flip. So I know that many shareholders are were questioning this as they were talking to me on how to vote their shares. I think it's important to note that, that may never actually happen. We may never need to actually reverse split our shares. But again, we wanted to put proposal out there so that our we would have the option if we wanted. Anybody else? Okay. The fifth item of business is an advisory nonbinding vote to approve the compensation of the company's named executive officers as described in the proxy state. Although this vote is advisory and nonbinding on the Board, the Board and the compensation committee value shareholder input and will consider the outcome. The proposal is properly before the meeting. The resolution before you is that the compensation of the company's named executive officers as disclosed in the proxy statement be approved on an advisory basis. Is there any discussion or any questions on Proposal 5? Okay. On to the sixth. The sixth item of business is an advisory nonbinding vote on how frequently the company should hold future advisory votes on the compensation of its named executive officers, commonly referred to as say on frequency vote. As described in the proxy statement, shareholders may indicate whether they would prefer that the advisory say on pay vote be held every 1 year, every 2 years or every 3 years or shareholders may abstain. The proposal is properly for the meeting. The matter before you is to recommend on an advisory basis whether future advisory votes to approve the compensation of the company's named executive officers should occur every 1 year, every 2 years or every 3 years. Is there any discussion or questions on proposal 6? Okay. I guess all 6 proposals are submitted to the vote. If you haven't cast it, and you can cast it, please go ahead and do that. [Voting]

Giorgio Saumat

executive
#10

Margaret, if you can just let me know if there is anybody voting or if it looks like it's done. I appreciate it.

Unknown Executive

executive
#11

You can go ahead, I can't see anything right now. So we can go with the preliminary numbers. And the final numbers will be available tomorrow.

Giorgio Saumat

executive
#12

If there are no further shares to be voted, the polls are now closed. No further votes or changes votes will be accepted. Margaret -- Ms. Lloyd, if you can please tabulate and give us the results.

Unknown Executive

executive
#13

Okay. I'm ready.

Giorgio Saumat

executive
#14

Okay. Do you want to read them or announce them?

Unknown Executive

executive
#15

[indiscernible] numbers. The election of directors, we're passed. Giorgio, do you want me to read out each number, or you just want to know that pool passed?

Giorgio Saumat

executive
#16

You can read each number and then we'll -- and then I'll just declare them passed or after.

Unknown Executive

executive
#17

Okay. For Giorgio Saumat, 240,480,448 for, for Mario, [ 240,467,447, ] for Ernesto 249,029,703 shares, for Victoria, 240,074,772 for, for Yovan, 178,434,892 shares, for Emilio, 240,049,204 shares and Jeff, 240,049,504 shares, all voted for. For the ratification for the independent registered public accountant for 251,434,584 shares against 117,281 abstained, 208,573 shares. For the non-advisory votes, for 115,345,214 shares against 316,540 shares -- I'm sorry, 580 shares, abstain 125,134,051. For the reverse split, for, 247,674,256 shares against 300,924,155 shares, abstained 161,527 shares. Say on Pay, 238,178 -- I'm sorry, 238,178,988 for, against [ 1,487, ] [Audio gap], abstained 1,129,836. For the nonbinding advisory votes, say on frequency 1 year, 13,836,081, 2 years 143,979, 3 years, 226,172,786, abstained 612,999, those are on the proposal.

Giorgio Saumat

executive
#18

Okay. Perfect. Thank you , Margaret. All right. Based on the preliminary report, yes, it came to 3 years. Based on the preliminary report of the inspector of elections, proposal 1, the nominees were elected. Proposal 2, ratification of the auditor passed. Proposal 3, the advisory to purchase and retire the Series B preferred stock passed. Proposal 4, advisory vote to pursue a reverse stock split for an uplist passed. Proposal 5, advisory vote on executive compensation passed. Proposal 6, the vote on frequency of executive compensation will be every 3 years. These are the preliminary results. The final certified voting results will be included in the minutes and as required reported in the filing with the Securities and Exchange Commission.

Giorgio Saumat

executive
#19

With that being said, I would like to open the floor for questions. Amina, the the first question at the top. Can you just read that one for the end, please?

Unknown Executive

executive
#20

Yes, of course. Giorgio, you personally own a significant amount of ETSP. Ultimately, the company is going to go in whatever direction you want to. Where do you see the company and your role in 5 to 10 years?

Giorgio Saumat

executive
#21

This one was just added right now. So somebody is trying to play with me there. Can we leave that for the end? I'd like to address that one at the end.

Unknown Executive

executive
#22

Yes. Okay. The next question is, I understand the company is now and complex, but is it possible to have the Qs and the Ks come out sooner. By the comp we see it as shareholders, the numbers of sale and something may have changed, it really affects whether I want to buy more stock or not.

Giorgio Saumat

executive
#23

And that's still such for you. Okay. We're a small company, and we have a lean accounting and finance department. And we believe that allocated national resources to only filed a few days sooner the Qs and the K is unlikely to add any benefit to our shareholders compared to [indiscernible]. That said, we will continue to work as efficient as possible and try to file as soon as possible when it makes us.

Unknown Executive

executive
#24

Okay. All right. The next question is, what's the impact of Zozi? Is it immediate?

Giorgio Saumat

executive
#25

Okay. Yes. Zozi, to be honest, it's a build, right? It's taken us a long time to get to where -- just to get it to get it licensed. Hence, why it took us so long to do the acquisition, right, because the website we had originally done like 2 years ago. It's still a build from here. The Zozi and Maduvo both, we're just getting started with them. So I would not say the impact is going to be immediate. I think a lot of people have were -- I've spoken to ask questions about the APIs. It's important to know that it's a veterinary wholesale. And we have picked up some veterinary business since Zozi. However, it's important to note that Zuzi is limited to buying only 30% of its API to be human. So it's going to have a limited effect on our purchasing and our margin at the pharmacy. It's not as big in the fact that some people are expecting. It will have some effect, but it's not as big as some people were expecting. Really, we truthfully are trying to unlock a whole new business, right? We're trying to go after the bets. And ideally, and we have picked up some clinics, like I said recently, and ideally introduced a peptide business into animals. Sorry, revenue compounded peptides into [indiscernible].

Unknown Attendee

attendee
#26

Okay. The next question is looking at the landscape over the next 12 to 24 months, what does the Board view as ETST's strongest economic moat or competitive advantage that will allow us to capture market share from traditional legacy competitors.

Giorgio Saumat

executive
#27

All right. So I think our strongest economic moat, our competitive advantage is built down to the tech, the team and the people in general, the techniques that we put forth in the different ways that we they use 1 business to feed into another. A perfect example is Zozi that Giorgio talking about. We're using that to couple to unlock the market of the compounds with the in the pharmacies that we do own Mr. Meds and our compound store, Modovo coming down in California. Mr. Meds is another great asset that we have, which allows us to do not just regular non-sterile -- sorry, the nonhazardous compounds that we do here in Miami, but it also adds a big value. So the mix, the product mix, along with the peak products, I think those all give us the -- definitely an advantage and definitely have more -- that's what I'm looking for here more. We're more diversified than most of our competitors.

Unknown Executive

executive
#28

Okay. And the next question is, how is the company actively leveraging new technology to drive down costs, improve operational efficiencies and expand profit margins within the pharmacy and telemedicine platforms.

Giorgio Saumat

executive
#29

I'm going to let Chris Rose, our Technology Officer or Chief Technology Officer respond to that.

Unknown Attendee

executive
#30

Okay. Thanks. The short answer is that we build now instead of buy supported by advancements in and our leverage of AI. We built our own ETST-wide software and data platform that ties together the three pharmacies, our curative telehealth business and are my online consultation doctor network into one system. So adding a new pharmacy, clinic partner or anything is as easy as a quick configuration change. Inside the platform, we've automated clerical work workflow processes in the background leading to operational efficiencies. We've added invoicing shipping, inventory purchasing, pricing and other management functions also baked into the new platform. And now it's become something that we can offer to other clinics as a white label service. Our lean development team has built all of this at unprecedented pace by leveraging AI tools. We've taught it to -- we've taught our own engineering best practices and procedures, and it worked alongside our team within guardrails, thousands of automation tests, human reviews on every release. Just to help you visualize the pace since April, we've released 266 production software releases. So in August, that's an average of 4.5 releases for every day. every working day. So leaning into AI has enabled us to change our technology tools to become not only a way to improve efficiency, but as a strategic differentiator, offering new products and services.

Unknown Executive

executive
#31

Okay. The next question is, could management elaborate on the strict no equity compensation policy and explain how protecting the share structure makes ETST more attractive as we prepare to up list and market ourselves to larger institutional investors?

Giorgio Saumat

executive
#32

Okay. So that no equity compensation policy is something that is -- that's my doing. So I'll take a full responsibility. I'm going to -- a lot of people who know me know that I am an investor. I started off with ETST as an investor. I did not start off as a CEO here. That was kind of the little wrench that was thrown along the way. And I've taken that role throughout, I guess. Yes, but no, I think it does make us good because it -- I think if you're uplist, if you're an investor to know that you're not being diluted that all the shares that the company has or that management has or whatever -- they bought management didn't get -- has never been granted any shares, right? We've all had to buy our own shares, including myself. And now on the flip side to that policy becomes a part where you get into the compensation because you don't have a stock-based compensation, now you're telling the people who work here, we're going to pay you more because you're going to need to go buy those shares that you want. The equity that you want from the equity you want from us to take the cash that we're paying you if you want more -- or you want a piece of the company, go buy it on the open market. And I think that helps us support the stock price, create some additional liquidity and then ultimately let the person who's getting that -- those funds decide what they want to do with their own money because that's the thing. And the other -- and the last thing I will point out that it does is, I mean, it makes our Ernesto's job a little bit easier, right? And the auditor's job is a little bit easier. If we had a stock-based compensation plan at the size that we are, I think it would just make the reporting more difficult. And I don't think we need to do anything that's already difficult enough to run our company. And so I just think keeping it as simple as we can. And analytical that way, not do anything that complicates things.

Unknown Executive

executive
#33

Okay. And the last question we have today is, could management share some of the strategic initiatives or upcoming catalysts being put in place to drive peaks into its next major phase of growth?

Giorgio Saumat

executive
#34

Do you want to -- Amina, before I hand that question over to Mario, I will get back to that first question after this one. Just so you know this is not the last one. I do want to address that last one because there are a lot of people who have asked me that personally.

Mario Tabraue

executive
#35

So basically, if you've been listening to what everyone has been saying, it's the same thing over and over. It's our tech, it's our team, and it's our tech, our teams and our techniques. Ernesto has tried best to file his report early, but we're constantly putting out new plans, putting on technology. We recently actually slowed down some of the marketing that we had at peak because we're getting ready for what we hope to be successful marketing campaigns. We've put a lot of emphasis on having a structure that's going to be efficient. It's going to be scalable. And Chris and the IT team has done a great job of doing so. And you heard in some of the description on like how we're using our tech. So at this point, like I'm a firm believer in the each product. I think we have some very special things there. And I'm looking forward to putting this the right marketing behind it and letting that be one of the -- our main drivers of revenue.

Giorgio Saumat

executive
#36

And let me add. I'm going to add a little bit more color to it. So long -- I think Mario touched on a point, right? We have had to make some strategic decisions recently that just inevitably I want to hit a reset on expectations for shareholders. Sometimes we get punished. Mario and I discussed this all the time. We get punished because we did so well over the last couple of years that when we take the time to breathe and invest. And so we can get to the next stage of growth, and the phone starts ringing off the hook and the e-mail start coming. That's just the nature of the business. I mean we could go load up our balance sheet with debt. We could be doing going out there and raising toxic financing, and there's all those things we could be doing and maybe we can push through some of these things a little faster by hiring a massive workforce and all that. That's not my style. Since I remain my whole idea is that you operate the company and you grow it organically with your current cash flows and investments, and you're not going out there doing anything that hurts the shareholders. I think it's important that everybody knows how I value our success. I look at total assets versus total liabilities, right? And if you look at since the time I've been CEO, those -- that spread has continued to get higher and higher and higher. That's how I decide whether we're being successful. I'm not trying to decide based on -- is our P&L greater this quarter than that quarter. Is it -- like I just don't do that because when you're growing, when you're small like we are, and we're growing at the pace that we're growing, and you're doing the things that we're doing, you think that, that's unfair to put that on the operating team, like that constrains them already with the conservative constraints that I put on them on capital management and everything else. But I do make that clear to a certain extent, what Mario is trying to point out is that I gave them the green light as they were implementing as Chris and Mario are implementing this massive overhaul of not only peaks, Mr. Meds, [indiscernible], the [ Dooble ] like everything is getting overhauled, pretty much going live tomorrow morning. I did give them these 3 months and said, I'm not worried about anything else other than that we get it right. We need to get it right because that's what our growth, that's where our growth is going to come. Everybody -- this question really comes from people asking like, oh, you were so happy when you broke 2 million? And why haven't you continued to grow on that, like you kind of plateaued. Well, I think Chris would tell you, and you're more than welcome to say it, Chris, a big part of it is that the tech that we had for [indiscernible] have reached its capacity.

Unknown Executive

executive
#37

It wasn't scalable beyond where it was without hiring a bunch of additional people, and that was the conscious choice for us to say instead of throwing a bunch of bodies at it, let's kind of build the tech, so it can scale from not only this level but 5x, 10x or whatever into the future without needing all of that with automation in place and everything.

Giorgio Saumat

executive
#38

Yes. So that's an important thing that I would like to get out there. That message that we are definitely in that base. I mean, we're doing great. I'm very happy with the company. but I do want it to be understood. I do want that expectation out there that we're -- we have been spending June, July, August has been really 3 months of down to the ground, working 24/7 to get this technology stuff and that platform that Chris mentioned, so that all these businesses can scale and most obviously by pharmacy network, but for peaks as well. And now I'll take the last one, let my friend Jena [indiscernible] sent over. You want to read it again. I'll respond to it.

Unknown Executive

executive
#39

Georgia, you partially own a significant amount of ETST. Ultimately, the company is going to go in whatever direction you want to, where do you see the company and your role in it in 5 to 10 years?

Giorgio Saumat

executive
#40

Okay. You would have asked me that question 4 years ago, I would have given you a different answer. No, you're right. I do have a big position in the company by far the largest I invested in it because I believe in the management team, absent something crazy happening and anything is possible, right? But absent anything, crazy happening like I see myself here 5 to 10 years from now, I see myself playing the long game with Mario and the same team that we have here. And continue to grow our assets to liabilities ratios and really just watching this whole thing growth. I do believe that we should be on NASDAQ or New York Stock Exchange, barring the minimum bid price, we qualified. I think we're stronger than a lot of these companies are on NASDAQ. I think in my view, I believe we're putting together a master class of how a public company should be run. And to that end, I don't want to deviate from that. There will be time that it will be fast growth and good times that will be slow growth, but I certainly intend to be here for that time. Now what capacity, I think is probably quite the reason that this question is being asked. And that's going to depend on quite a few factors. I do have a lot personally going on my life. But aside from that, I do have -- my son does work at ETST, and hopefully, he'll be ready at some point to at least take the role of CEO, and I can keep the role of Chairman. I don't know when that will be, I'm not saying that, that will be any timing media. But I mean it's definitely a family of fair from my relationship with Mario and everybody else in this room. And I think that, that would be the only natural progression whenever that happens, and again, I said I don't expect that to happen anytime soon. whenever that does happen, though, I will stay as the Chairman of the Board, and I will stay by his side, and we will probably save the company a lot of money, a lot of money at least [indiscernible] the CEO. So they'll kind of get me at a cheaper price at that point. Is there anything else? Those are all the questions?

Unknown Executive

executive
#41

Yes. No additional questions.

Giorgio Saumat

executive
#42

Okay. There being no further business to come before the meeting and with the thanks of the Board and management for your continued support of Earth Science Tech. I declare this Annual Meeting of Shareholders adjourned. Thank you for everybody for attending, especially [indiscernible]. Thank you.

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