ETST on OTC

Earth Science Tech, Inc.

Earth Science Tech, Inc. is an American pharmaceutical preparations company based in Miami.2 Its shares trade on OTC under the symbol ETST.2

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Last updated Oct 21, 2026.

Overview

$35.7MRevenue, fiscal 20263
$3.6MNet income, fiscal 20263

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  • TickerETST on OTC2
  • IndustryPharmaceutical Preparations2
  • HeadquartersNewark, United States2
  • Incorporated inFL4
  • Business address8950 Sw 74Th Ct, Suite 101, Miami, Fl 331564
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation2
  • LEI5493005PQQBQWR41CT232
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O Nevada Business Center, LLC, 89703 Carson City, United States2

23, 2010, and subsequently redomiciled to the State of Florida on June 27, 2022, headquartered in Miami, Florida.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

71.4%Gross margin3
10.2%Net margin3
7.8%Revenue growth, 20263
51.8%Return on equity3
$1.2MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Sale of Pharmaceutical Products and Medical Consultations brought in 92% of the revenue Earth Science Tech, Inc. broke down this way in fiscal 2026.

  1. Sale of Pharmaceutical Products and Medical Consultations$32.9M392%up 10% from 2025
  2. Shipping and Handling$2.5M37%down 20% from 2025
  3. Other.$300.8K31%
Products and services by year
Products and services20252026
Sale of Pharmaceutical Products and Medical Consultations$30.0M$32.9M
Shipping and Handling$3.1M$2.5M
Other.$300.8K

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue29¢$10.2M
  • Selling, general and admin10¢$3.6M
  • Other costs50¢$17.8M
  • Income tax1¢$511.7K
  • Profit10¢$3.6M

Out of $35.7M in revenue.3

Where each dollar of operating cash went, fiscal 2026

  • Capital spending39¢$756.6K
  • Share buybacks24¢$471.4K
  • Kept or used elsewhere37¢$712.8K

Out of $1.9M of cash from operations.3

Financial statements

Revenue678910113$35.7M in 2026+4532% since 2019
0$10.0M$20.0M$30.0M$40.0M2019: $770.6K$770.6K20192020: $526.1K$526.1K2020−32%2021: $140.9K$140.9K2021−73%2022: $14.1K$14.1K2022−90%2023: $48.5K$48.5K2023+244%2024: $12.0M$12.0M2024+24528%2025: $33.1M$33.1M2025+177%2026: $35.7M$35.7M2026+8%
Gross profit678910113$25.5M in 2026+8540% since 2019
-$10.0M0$10.0M$20.0M$30.0M2019: $295.0K$295.0K20192020: $218.5K$218.5K2020−26%2021: $39.9K$39.9K2021−82%2022: -$8.5K-$8.5K20222023: $22.1K$22.1K20232024: $7.8M$7.8M2024+35387%2025: $24.3M$24.3M2025+210%2026: $25.5M$25.5M2026+5%
Operating income678910$892.3K in 2024
-$6.0M-$4.0M-$2.0M0$2.0M2019: -$2.1M-$2.1M20192020: -$908.6K-$908.6K2020−58%2021: -$4.3M-$4.3M2021+374%2022: -$226.7K-$226.7K2022−95%2023: -$936.7K-$936.7K2023+313%2024: $892.3K$892.3K2024
Net income678910113$3.6M in 2026
-$5.0M-$2.5M0$2.5M$5.0M2019: -$2.2M-$2.2M20192020: -$1.2M-$1.2M2020−46%2021: -$4.4M-$4.4M2021+265%2022: $3.2M$3.2M20222023: -$365.4K-$365.4K20232024: $812.1K$812.1K20242025: $3.3M$3.3M2025+301%2026: $3.6M$3.6M2026+12%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2026-03-312025-03-31
Revenue$35.7M$33.1M
Cost of Goods Sold$10.2M$8.8M
Gross Profit$25.5M$24.3M
Salaries Expense$13.8M$14.1M
Selling general and administrative expenses$3.6M$4.2M
Bank charges$1.0M$1.1M
Advertising & marketing$2.8M$836.9K
Legal and professional fees$221.2K$305.9K
Insurance$168.4K$180.3K
Operating lease cost$180.8K$98.4K
Depreciation and amortization$284.4K$54.0K
Utilities$130.8K$39.7K
Total Expenses$22.2M$20.9M
Dividend and interest income$15.5K$9.1K
Net realized gain on sale of investments$671.5K$300.2K
Unrealized Gain (Loss) on fair value changes of investments-$957.1K-$365.7K
Other$67.2K
Interest Expense-$16.3K-$21.2K
Net Income before taxes$3.1M$3.4M
Income Taxes-$511.7K$116.8K
Net Income$3.6M$3.3M
Net Income/(Loss) attributed to non-controlling interest-$29.8K
Net Income available to common stockholders$3.6M$3.3M
Earnings per common share - Basic$0.01$0.01
Earnings per common share - Diluted$0.01$0.01
Weighted average number of shares outstanding- Basic293.1M shares303.5M shares
Weighted average number of shares outstanding- Diluted293.1M shares303.5M shares

Compare Earth Science Tech, Inc. with another company

Corporate structure

Earth Science Tech, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Earth Science Tech, Inc.

  • Giorgio R. Saumat Filed SCHEDULE 13G on Earth Science Tech, Inc., latest Jun 22, 2026
  • Mario Portela Filed SC 13G on Earth Science Tech, Inc., latest Dec 21, 2022
  • Jose Damian Rodriguez Filed SC 13G on Earth Science Tech, Inc., latest Dec 13, 2022
  • Earth Science Tech, Inc. Newark, Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Earth Science Tech, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$312.2K3 Mar 31, 2026$87.5K3 Mar 31, 2025+256.9%
Property and equipment, net$1.5M3 Mar 31, 2026$1.4M3 Mar 31, 2025+9.7%
Operating-lease assets (leased space)$95.3K3 Mar 31, 2026$172.4K3 Mar 31, 2025−44.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$796.8K3 Mar 31, 2026$1.5M3 Mar 31, 2025−45.9%
Equity securities at fair value$1.4M3 Mar 31, 2026$645.4K3 Mar 31, 2025+110.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.7M3 Mar 31, 2026$2.3M3 Mar 31, 2025+15.3%
Intangible assets, net (excluding goodwill)$208.2K3 Mar 31, 2026$96.9K3 Mar 31, 2025+114.9%
Accumulated amortization-$91.1K3 Mar 31, 2026-$18.6K3 Mar 31, 2025−388.7%
Finite-lived intangibles, net$208.2K3 Mar 31, 2026$96.9K3 Mar 31, 2025+114.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$682.1K3 Mar 31, 2026$503.9K3 Mar 31, 2025+35.3%
Raw materials$612.8K3 Mar 31, 2026$411.8K3 Mar 31, 2025+48.8%
Finished goods$69.2K3 Mar 31, 2026$92.1K3 Mar 31, 2025−24.8%

Properties, in its own words

The Company’s Subsidiaries RxCompound and Mister Meds use a variety of pharmaceutical compounding equipment in its operations. Most of the equipment used by the Company is owned outright by the Company, but the Company does lease certain equipment. The leases for such equipment contain terms that are customary in the industry in which the Company operates. On March 31, 2026, the Company had approximately $1,520,000 in property and equipment net.

Item 2 of the 10-K filed Jun 18, 2026.5

Leadership

Who has led Earth Science Tech, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Former names

  • Ultimate Novelty Sports Inc.Feb 1, 2012 to Apr 17, 20144

Timeline

  1. Sep 1, 20268-K Shareholder vote; Regulation FD disclosure34
  2. Aug 19, 20268-K Completed an acquisition or sale; Regulation FD disclosure35
  3. Aug 12, 20268-K Regulation FD disclosure; Other events36
  4. Aug 7, 20268-K Results of operations37
  5. Jun 18, 20268-K Results of operations38
  6. Jun 10, 20268-K Regulation FD disclosure39
  7. Apr 17, 20268-K Bylaws or fiscal year changed40
  8. Mar 24, 20268-K Regulation FD disclosure41
  9. Mar 13, 20268-K Executive or director change42
  10. Feb 20, 20268-K Change of auditor; Regulation FD disclosure43
  11. Feb 17, 20268-K Executive or director change; Regulation FD disclosure44
  12. Jan 6, 20268-K Other events45
  13. Feb 17, 2023New chief executive Giorgio R. Saumat becomes CEO15
  14. Dec 6, 2018New chief executive Michel Aube becomes CEO16
  15. May 19, 2015New chief executive Matthew Cohen becomes CEO17
  16. Dec 31, 2014New chief executive Harvey Katz becomes CEO18

Calendar

When it reported results

  1. Aug 7, 2026Reported quarterly or annual results37
  2. Jun 18, 2026Reported quarterly or annual results38
  3. Jun 27, 2025Reported quarterly or annual results46
  4. Jun 20, 2023Reported quarterly or annual results47

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

219 filings to the SEC since October 2021: 8 annual reports, 18 quarterly reports, 65 major events, 108 insider forms, 3 large holders, 3 private raises, 14 other. The latest 20:

  1. Sep 1, 20268-K EDGAR
  2. Aug 19, 20268-K EDGAR
  3. Aug 12, 20268-K EDGAR
  4. Aug 7, 20268-K EDGAR
  5. Aug 7, 202610-Q EDGAR
  6. Jul 29, 2026DEF 14A EDGAR
  7. Jul 20, 2026PRER14A EDGAR
  8. Jul 2, 2026PRE 14A EDGAR
  9. Jun 22, 2026SCHEDULE 13G EDGAR
  10. Jun 18, 20268-K EDGAR
  11. Jun 18, 202610-K EDGAR
  12. Jun 10, 20268-K EDGAR
  13. Apr 17, 20268-K EDGAR
  14. Mar 24, 20268-K EDGAR
  15. Mar 13, 20268-K EDGAR
  16. Feb 20, 20268-K EDGAR
  17. Feb 17, 20268-K EDGAR
  18. Feb 13, 202610-Q EDGAR
  19. Jan 6, 20268-K EDGAR
  20. Jan 5, 20268-K EDGAR

The 219 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

117 open-market trades by officers, directors and large owners since October 2021: 117 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 22, 2025Saumat Giorgio R.CEOBuy50,000$0.21$10.5KForm 4
Jul 21, 2025Saumat Giorgio R.CEOBuy100,000$0.20$20.0KForm 4
Jul 9, 2025Sanchez Yovan ArturoDirectorBuy21,939$0.18$3.9KForm 4
Jul 8, 2025Sanchez Yovan ArturoDirectorBuy11,105$0.18$2.0KForm 4
Jul 2, 2025Sanchez Yovan ArturoDirectorBuy60,805$0.20$12.2KForm 4
Mar 14, 2025Sanchez Yovan ArturoDirectorBuy100,000$0.12$12.0KForm 4
Mar 10, 2025Tabraue Mario GuillermoCOOBuy40,000$0.14$5.6KForm 4
Mar 4, 2025Rose Christopher AlanCTOBuy31,500$0.16$4.9KForm 4
Feb 24, 2025Saumat Giorgio R.CEOBuy100,000$0.18$18.0KForm 4
Jan 31, 2025Sanchez Yovan ArturoDirectorBuy100,000$0.18$18.0KForm 4
Jan 28, 2025Flores Ernesto LCFOBuy43,478$0.23$10.0KForm 4
Jan 24, 2025Tabraue Mario GuillermoCOOBuy20,000$0.23$4.6KForm 4
Jan 16, 2025Saumat Giorgio R.CEOBuy783,100$0.20$155.6KForm 4
Jan 8, 2025Cazeau Jeff P. H.Buy72,555$0.15$10.8KForm 4
Jan 7, 2025Cazeau Jeff P. H.Buy79,200$0.12$9.5KForm 4
Jan 7, 2025Cazeau Jeff P. H.Buy79,200$0.12$9.5KForm 4
Jan 2, 2025Saumat Giorgio R.CEOBuy3,800$0.13$494Form 4
Jan 2, 2025Sanchez Yovan ArturoDirectorBuy56,151$0.12$6.7KForm 4
Dec 27, 2024Saumat Giorgio R.CEOBuy600$0.14$84Form 4
Dec 12, 2024Sanchez Yovan ArturoDirectorBuy100,000$0.12$12.0KForm 4

All 117 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Giorgio R. Saumat47$1.8M$3.2M51
2026Mario G. Tabraue47$1.3M$2.5M51
2026Ernesto L. Flores41$160.0K$370.0K51
2026Christopher Rose48$270.0K$290.0K51
2026Victoria Losada30$202.0K$250.0K51
2025Giorgio R. Saumat47$2.6M$3.6M51
2025Mario G. Tabraue47$1.9M$2.5M51
2025Christopher Rose48$270.0K51
2025Victoria Losada30$177.4K$244.9K51
2025Ernesto L. Flores41$160.0K$234.0K51
2024Giorgio R. Saumat47$2.3M51
2024Mario G. Tabraue47$1.3M51
2024Victoria Losada30$104.0K51

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Oct 18, 2022Raised $674,200 in a private offering of equity Form D: $700,000 offered in all Form D
  2. Oct 8, 2022Raised $1.2 million in a private offering of securities Form D: 9 investors so far Form D
  3. Jun 10, 2022Raised $350,000 in a private offering of debt Form D: 1 investor so far Form D

SEC filer profile

How Earth Science Tech, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAREarth Science Tech, Inc.1
  • CIK0001538495
  • Employer ID (EIN)45-42671815
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inflorida5
  • Fiscal year endsMarch 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address8950 Sw 74Th Ct, Suite 101, Miami, FL 331561
  • Phone(786) 375-72811
  • Shares outstanding287,590,881 as of Aug 6, 202614
  • Public float$13.6M as of Mar 31, 20265
  • AuditorSemple, Marchal & Cooper, LLP, Phoenix, AZ PCAOB ID 1785
  • On EDGAR sinceFeb 1, 20121
  • Filings403 in all: 8-K (116), 4 (97), 10-Q (37), 3 (19), UPLOAD (19), NT 10-Q (14), CORRESP (13), 10-K (11)1
    All 31 form types

    10-Q/A (11), 8-K/A (10), 10-K/A (8), S-1/A (8), NT 10-K (6), 3/A (5), 4/A (5), D (4), 10-12G/A (2), EFFECT (2), S-1 (2), SC 13D (2), SC 13G (2), 10-12G (1), 15-12G (1), 8-A12G (1), DEF 14A (1), NT 10-Q/A (1), NTN 10Q (1), PRE 14A (1), PRE 14C (1), PRER14A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Jun 18, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Jul 29, 2026
    Latest 8-K (8-K) Sep 1, 2026

Securities registered for trading

ClassSymbolExchange
ETST

From the cover page of the 10-K filed Jun 18, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Earth Science Tech, Inc. names in Item 1A of its 10-K filed Jun 18, 2026: 62 risks under these headings, as written.5

  • Risks Related to Health and Wellness sector
  • Our limited operating history and evolving business model make it difficult to evaluate our current performance or predict our future results. Because we are a relatively young company with a developing business model, investors may have limited information on which to base an investment decision. As we continue to grow and expand into new markets and offerings, our prospects must be considered in light of the risks and uncertainties associated with a developing company in a rapidly evolving industry.
  • If we are unable to expand the scope of our offerings, our business and financial results may suffer. Our ability to grow depends on expanding the number and types of products and services we offer, increasing the number and quality of healthcare providers on our platform, and broadening the range of treatable conditions. If we fail to do so, our ability to attract and retain customers, generate revenue, and compete effectively may be materially and adversely affected.
  • Failure to attract and retain customers may materially harm our business. Our growth depends on acquiring and retaining customers through marketing efforts and platform engagement. If our marketing strategies fail to generate sufficient awareness or demand, or if changes in privacy, healthcare, or marketing regulations limit our outreach, our revenue and overall performance could be negatively impacted.
  • Misuse or mismanagement of social media and influencer marketing may expose us to reputational and regulatory risk. While social media and celebrity influencers can enhance brand recognition, any misuse, inappropriate associations, or failure to comply with advertising regulations could lead to reputational damage, customer loss, and potential fines or penalties.
  • Our brand is integral to our competitive position, and any deterioration in brand equity could harm our business. We rely heavily on brand strength to differentiate ourselves in the market. If we fail to effectively promote, protect, or maintain our brand, our reputation could suffer, negatively impacting customer acquisition, retention, and partnership opportunities.
  • If our offerings fail to achieve or maintain market acceptance, our financial performance could be adversely affected. Failure to meet customer expectations or differentiate our services from competitors could result in slower growth, lower revenue, and reduce investor confidence.
  • We operate in a nascent and rapidly evolving market that may be difficult to predict. Our core business model, particularly through Peaks, and Villas, operates in emerging areas of telehealth and wellness. The competitive landscape is dynamic and includes risks related to regulatory changes, industry consolidation, and shifts in consumer behavior, all of which may affect demand forecasting and business planning.
  • Technological innovations and alternative solutions may reduce demand for our services. Advancements in digital health, diagnostics, or pharmaceutical therapies could render our offerings less attractive or obsolete, affecting customer retention and revenue.
  • We face competition from larger, better-capitalized companies. Many of our competitors include large healthcare systems, retail pharmacies, and pharmaceutical manufacturers with greater brand recognition, operational scale, and financial resources, which may limit our ability to compete effectively.
  • Poor customer support may damage our reputation and financial performance. A failure to provide effective support to patients and providers may lead to dissatisfaction, complaints, and erosion of customer loyalty, which could impair our competitive position and revenue.
  • Acquisitions and strategic investments could fail to deliver expected benefits and may introduce additional risks. We may pursue acquisitions or strategic partnerships to accelerate growth, but such transactions carry risks related to integration, unforeseen liabilities, operational disruption, and dilution to existing shareholders.
The other 51 risks
  • Macroeconomic conditions may negatively affect demand for our services. Economic downturns, inflation, or disruptions in the healthcare or real estate markets may reduce consumer spending or investor confidence, thereby impacting our financial performance.
  • Our mobile experience is critical to user engagement and retention. A significant portion of users interact with our platform via mobile devices. Any issues with mobile functionality, performance, or compatibility may impair our ability to retain and grow our customer base.
  • We rely on uninterrupted internet and mobile network access to operate our platform. Any outages or interruptions in internet or cellular connectivity could disrupt service availability, reduce customer satisfaction, and harm our reputation. Failures, delays, or breaches by these vendors may impair our ability to provide services, fulfill prescriptions, or maintain operational continuity.
  • Supply chain disruptions could affect product availability and customer satisfaction. Delays or shortages in the supply of pharmaceutical ingredients, packaging, or delivery services could affect our ability to meet demand and damage our brand.
  • Pharmacy operations are subject to complex healthcare regulations and heightened compliance risk. RxCompound and Mister Meds must adhere to a wide array of state and federal pharmacy regulations, including those beyond telehealth services. Noncompliance could result in fines, license suspensions, or legal action.
  • We rely on third-party payment processors and must comply with evolving payment regulations. Any failure in payment processing systems or regulatory compliance could interrupt transactions, harm user experience, and reduce revenue.
  • Inaccurate or ineffective pricing strategies could hinder our competitiveness. If our pricing does not reflect market dynamics or customer expectations, we may face reduced demand, margin compression, or lost opportunities for partnership growth.
  • Our business depends on the leadership team’s continuity and expertise. The loss of key executives or inability to recruit experienced leadership could impair our ability to execute on strategy and manage daily operations effectively.
  • Our growth relies on attracting and retaining skilled employees. An inability to hire or retain qualified personnel may constrain our innovation capacity, operational execution, and scalability.
  • We rely on centralized inventory locations for order fulfillment. Our inventory is currently housed at RxCompound’s facility in Miami, Florida and Mister Meds’ facility in Abilene, Texas. A disruption, natural disaster, or facility damage at either site could materially impair our ability to fulfill orders and meet customer expectations.
  • Risks Related to Asset Management
  • Market volatility could affect asset values and returns. Avenvi’s real estate assets are influenced by macroeconomic factors such as inflation, interest rates, and regional market conditions. A downturn could lead to reduced valuations, delayed projects, and lower development returns.
  • Development projects carry execution and cost risks. Delays, cost overruns, zoning or environmental issues, and changing market demand may affect the success and profitability of Avenvi’s development projects.
  • Limited access to financing could constrain Avenvi’s growth. Avenvi’s ability to pursue and complete development projects depends on access to capital and credit. Rising interest rates or unfavorable lending terms may limit its ability to fund future activities.
  • Avenvi’s performance is closely tied to the Company’s strategic direction. As Avenvi manages physical infrastructure and real estate investments for Earth Science Tech, Inc., changes in ETST’s strategic priorities, capital allocation, or liquidity may directly affect Avenvi’s development operations and financial outcomes.
  • Regulatory compliance burdens may increase costs or delay projects. Avenvi’s operations are subject to various zoning, disclosure, tax, and environmental regulations. Changes in these laws may increase compliance costs or restrict development opportunities.
  • Shifts in demand may affect project success. Changes in real estate demand—particularly due to economic trends or remote work—may reduce demand for Avenvi’s residential or commercial developments.
  • Reputational risks may result from underperformance or mismanagement. Failure to meet development expectations or mismanagement of capital—especially in relation to the Company’s resources—may result in reputational damage or increased scrutiny from shareholders and regulators.
  • Risks Related to MagneChef Consumer
  • We may be unable to protect our intellectual property rights, including those associated with MagneChef. The MagneChef product line depends on patented technologies and trademarked branding. Failure to enforce or maintain these rights may result in loss of exclusivity, brand dilution, or increased competition.
  • Product liability or safety issues related to MagneChef could result in reputational harm or legal exposure. If any Magne product is found to be defective, unsafe, or misused, we may face product recalls, regulatory inquiries, litigation, or consumer dissatisfaction that adversely impacts sales and brand equity.
  • MagneChef operates in a competitive consumer goods market with limited barriers to entry. Larger companies with established distribution, pricing power, or marketing budgets may limit our ability to gain or maintain market share.
  • Shifts in consumer behavior may impact demand for MagneChef products. Changes in household spending patterns, cooking trends, or consumer preferences could reduce demand and impact overall product performance.
  • Risks Related to Governmental Regulation
  • We are subject to extensive, complex, and evolving government regulations. Our operations—particularly those involving RxCompound, Mister Meds, Peaks, DOC, and Villas—are subject to a broad range of federal, state, and local regulations governing healthcare, pharmacy operations, telemedicine, and patient privacy. Failure to comply with these regulations could result in substantial penalties, operational restrictions, or reputational harm. Regulatory requirements may change without notice, potentially requiring significant expenditures to ensure compliance.
  • Noncompliance with federal or state healthcare laws could result in civil or criminal penalties. If any of our business practices are found to violate anti-kickback statutes, false claims laws, HIPAA, or other healthcare-related laws, we could face fines, exclusion from federal healthcare programs, or other enforcement actions that materially affect our operations.
  • Changes in healthcare policy and reimbursement structures could impact our business model. Modifications to federal or state healthcare programs, insurance coverage mandates, or telehealth reimbursement policies may affect customer access, demand for our services, or the financial viability of our offerings.
  • Our pharmacy operations are subject to heightened regulatory scrutiny. RxCompound and Mister Meds must comply with numerous state pharmacy board regulations, DEA requirements for controlled substances, and FDA rules for compounded medications. Any violation—whether intentional or inadvertent—could result in license suspension, fines, or criminal investigation.
  • Evolving telemedicine regulations create compliance uncertainty. As telehealth laws continue to evolve across jurisdictions, we must adapt to inconsistent requirements around prescribing, physician licensure, patient consent, and record keeping. Failure to keep pace with these changes may limit our geographic reach or lead to regulatory violations.
  • Privacy and data protection laws may impose additional burdens on our business. We are subject to HIPAA and other federal and state privacy laws governing the collection, storage, and transmission of personal health information. Breaches or noncompliance may result in fines, litigation, and loss of customer trust.
  • Future regulatory developments may increase compliance costs or restrict operations. Emerging policies—such as new FDA oversight of compounded drugs, increased scrutiny of health tech platforms, or restrictions on influencer marketing in healthcare—could materially affect how we conduct business.
  • Risks Related to Intellectual Property and Legal Proceedings
  • We may be unable to adequately protect our intellectual property rights. Our success depends in part on our ability to protect proprietary technologies, trademarks, trade secrets, and other intellectual property associated with our brands, including MagneChef. If we fail to adequately secure or enforce our rights, we may lose competitive advantages, experience brand dilution, or face increased competition.
  • Third parties may infringe on our intellectual property or challenge its validity. Unauthorized use or misappropriation of our intellectual property could harm our reputation and market position. In some cases, we may be forced to initiate costly and time-consuming legal proceedings to protect our rights or defend against infringement claims.
  • We may be subject to claims alleging intellectual property infringement. As we expand our offerings, there is a risk that third parties may allege that our technologies, branding, or marketing strategies infringe on their intellectual property rights. Even if such claims lack merit, they could lead to litigation, financial liabilities, or reputational damage.
  • Litigation or regulatory investigations could materially impact our operations. We may be involved in legal proceedings or regulatory actions in the normal course of business, including those related to employment practices, patient care, privacy violations, product liability, or contractual disputes. Any such proceedings could result in substantial costs, diversion of management attention, or adverse judgments.
  • We may not be adequately insured against certain legal risks. While we maintain liability and business insurance, coverage may be unavailable or insufficient for certain types of intellectual property claims, regulatory actions, or class-action lawsuits. This may result in out-of-pocket expenses that adversely affect our financial position.
  • Settlement obligations or adverse rulings could affect financial results. If we are required to settle a legal claim or if a court issues a judgment against us, we could face significant financial liabilities or operational restrictions, which may materially affect our business and results of operations.
  • Risks Related to the Company, Results of Operations, and Additional Capital Requirements
  • The Company has a history of net losses, anticipates increasing expenses in the future, and may not be able to maintain profitability.
  • The Company’s results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in failure to meet the expectations of industry and securities analysts or its investors.
  • Peaks relies significantly on revenue from customers purchasing subscription-based prescription products and services and may not be successful in expanding its offerings.
  • The requirements of being a public company have strained and may continue to strain the Company’s resources, divert management’s attention, and may result in litigation.
  • The Company may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
  • If the Company’s estimates or judgments relating to its significant accounting policies prove to be incorrect, the results of operations could be adversely affected.
  • Adverse tax laws or regulations could be enacted, or existing laws could be applied to the Company or to customers, which could subject us to additional tax liability and related interest and penalties, increase the costs of the Company’s offerings, and adversely impact our business.
  • Certain U.S. state tax authorities may assert the Company has a state nexus and seek to impose state and local income taxes which could harm the results of operations.
  • Risks Related to Ownership of the Company Securities
  • Our common stock is currently quoted only on the OTCID Marketplace, which may have an unfavorable impact on our stock price and liquidity.
  • The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.
  • Florida law, our Articles of Incorporation, and our by-laws provide for the indemnification of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.
  • We do not intend to pay cash dividends on any investment in the shares of stock of our Company and any gain on an investment in our Company will need to come through an increase in our stock’s price, which may never happen.
  • Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
  • Our common stock market prices may be volatile, which substantially increases the risk that investors may not be able to sell their Securities at or above the price that was paid for the security.
  • Because we may issue additional shares of our common stock, investment in our company could be subject to substantial dilution.
  • FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
  • The issuance of shares to enter acquisitions may have a significant dilutive effect.

Legal proceedings

From time to time, in the ordinary course of business, we may become involved in legal proceedings seeking monetary damages or other remedies. The ultimate outcome and potential liability, if any, arising from such matters cannot be predicted. As of the date hereof, there are no pending or, to our knowledge, threatened legal actions against us, our officers, or directors in their official capacities, or involving our properties, that, in the opinion of management, are likely to have a material adverse effect on our financial condition, results of operations, or cash flows.

The opening of Item 3, Legal Proceedings.5

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