SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2018
Earth Science Tech Inc.
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
of Incorporation or Organization)
8000 NW 31st Street, Unit 19
Doral, FL 33122, USA
(Address of Principal Executive Offices including Zip Code)
(Registrant’s Telephone Number, including Area Code)
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 1.01 Entry into a Material Definitive Agreement
Effective December 16, 2018, the Registrant entered into an agreement with Dermagate, Inc. to manufacture, assemble, and supply 5,000 units of its MSN-2 medical device, Hygee™ , for purchase by Registrant, on an exclusive basis (“Hygee™”). The parties have agreed to start manufacturing the 5,000 Hygee™ units in the weeks following execution of the agreement. The pricing will be based upon the labor costs and a portion of Dermagates administrative costs in producing the units. In addition Dermagate will receive a fraction of the profit made on each sale of Hygee based on the country where Hygee™ will be marketed.
The agreement is preliminary in certain respects and fixed as to others, the parties have determined the initial number of units that will be produced and the method of determining cost; however, the final numbers and percentage of profits as to specific countries is still being determined as of the execution of the agreement.
The Hygee™/MSN-2 Device
The Hygee™ device itself, is a modified panty liner worn by women to allow for the self-collection of a gynecological specimen. Currently the device allows human cells to be collected and tested for two types of infections, Chlamydia and Gonorrhea. It provides women with the ability to be self-collect specimens in a non-clinical setting, send them to a laboratory that will process the specimens and notify them if they test positive for either sexually transmitted disease so that they can seek treatment. This technology allows the Company to provide diagnostic services to high-risk women and girls who are not inclined to visit traditional medical settings. The kit can be ordered on-line for home screening.
Item 9.01 Financial Statements and Exhibits.
|10.1||Agreement between Registrant and Dermagate, Inc. dated December 16, 2018|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: December 21, 2018|
|EARTH SCIENCE TECH INC.|
|By:||/s/Nickolas S. Tabraue|
|Name:||Nickolas S. Tabraue|
|DISTRIBUTOR:||EARTH SCIENCE TECH INC.|
|CONTACT:||Nickolas S. Tabraue|
|EFFECTIVE DATE:||December 16 th , 2018|
Hygee™ ORDER AGREEMENT
This ORDER AGREEMENT (this “ Agreement ”), dated as of December 16, 2018 (the “ Effective Date ”), is entered into between Earth Science Tech Inc., a Delaware corporation, with its principal place of business at 8000 NW 31st Street, Unit 19, Doral, FL 33122, USA, (“Earth Science Tech”) and Dermagate Inc., a company incorporated in Canada whose registered office is at 1275 Rue Industriel, La Prairie, Québec, J5R 2E4 (“ Dermagate ”).
WHEREAS, Earth Science Tech desires Dermagate to manufacture, assemble and supply 5,000 medical device Hygee™ for purchase by Earth Science Tech in the next 6 months and Dermagate desires to manufacture, assemble and supply 5,000 medical device Hygee™ for sale to Earth Science Tech in the next 6 months , all on an exclusive basis as further set forth herein; and
WHEREAS, Dermagate requires the raw material from Earth Science Tech in order to manufacture Hygee™ for Earth Science Tech and perform related services under this Agreement and Earth Science Tech desires to give Dermagate such material for such limited purposes.
WHEREAS, Dermagate agree to supply 5,000 Hygee™ without the packaging to Earth Science Tech EXCLUSIVELY.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereby agree to start the manufacturing of 5,000 Hygee™ medical device in the next weeks. The pricing will be fixed according to the salary of the staffs and the administration fees. In addition Dermagate will receive a fraction of the profit made on each sales of Hygee™ depending of the country where Hygee™ will be marketed.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.
|EARTH SCIENCE TECH, INC|
|NICKOLAS S. TABRAUE, PRESIDENT|
|GAÉTAN HOULE, PRESIDENT|
SIGNATURE PAGE TO HYGEE™ ORDER AGREEMENT