- Earth Science Tech held its first annual meeting of stockholders, virtually, on August 31, 2026+
- The shareholders authorized the Board to pursue a reverse stock split, if deemed necessary, to help the company uplist to a national exchange like Nasdaq or NYSE
- During the meeting, stockholders authorized the Board’s Independent Special Committee to negotiate the retirement of the Series B Preferred Stock, which would eliminate the current dual-class voting structure
- The shareholders also ratified the appointment of Semple, Marchal & Cooper LLP, as an independent registered public accounting firm, re-elected seven director nominees, and authorized a new non-dilutive executive compensation framework
Earth Science Tech (OTC: ETST), a strategic holding company in the healthcare, pharmacy, and telemedicine sector, recently held its first Annual Meeting of Stockholders. During the meeting, shareholders voted on and approved several proposals on the company’s uplisting strategy: an offer to purchase and retire the Series B Preferred stock, re-election of seven director nominees, appointment of an independent registered public accounting firm, and new executive compensation structure (https://nnw.fm/0WeTm).
Shareholders approved ETST’s intention to pursue a reverse stock split, valid for a period of 12 months. Per the authorization, the Board will make the decision on the reverse stock split, if it considers it necessary to meet the bid price requirements for an uplisting to Nasdaq or NYSE. Giorgio R. Saumat, CEO and Chairman of the Board, nonetheless emphasized that he will not “advocate or hope for or push for it at the current prices.”
Mr. Saumat also noted that the split would only be necessary if the company uplists to Nasdaq or NYSE, not OTCQB or OTCQX. Still, he mentioned pending SEC rule proposals that would classify the latter two exchanges as national exchanges and which, if passed, would negate the need for a reverse stock split entirely. For current shareholders, this confirms that management views the authorization strictly as a dormant contingency lever, protecting equity holders from unnecessary structural manipulation.
Secondly, ETST’s shareholders authorized the Board’s Independent Special Committee to negotiate the retirement of the Series B Preferred Stock, which would eliminate the current dual-class voting structure. Removing this structure would better align voting power with shareholders’ economic interests and attract institutional investors. However, according to Mr. Saumat, who personally holds these shares, executing this now-authorized proposal would require the company to lay out cash to purchase these shares. His reservations underscore management’s and the company’s public commitment to extreme capital discipline.
For his part, Mr. Saumat views the Series B Preferred Stock as “insurance” given his large common equity position. He expressed skepticism that a special committee could formulate a cash valuation that aligns with his internal pricing. He also stated that management could explore “other possible ways” to achieve this governance milestone without expending the company’s cash resources.
The shareholders also authorized the creation of a new framework, to be reviewed every three years, whereby the company awards non-dilutive, cash-only compensation to executives. This structure will be based exclusively on performance-based cash bonuses instead of stock options and equity grants that otherwise dilute shareholder equity. This new framework underscores the Board’s confidence in the cash-generative capacity of its integrated healthcare operations and firmly aligns executive incentives with bottom-line profitability rather than share issuance. Lastly, shareholders ratified the appointment of Semple, Marchal & Cooper LLP as the accounting firm, and re-elected all seven director nominees to the Board for the upcoming year.
For more information, visit the company’s website at www.EarthScienceTech.com.
NOTE TO INVESTORS: The latest news and updates relating to ETST are available in the company’s newsroom at https://nnw.fm/ETST
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