{"url_path":"/sec/etst/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1538495/0001493152-26-029160-index.html","accession_number":"0001493152-26-029160","cik":"0001538495","ticker":"ETST","issuer_name":"Earth Science Tech, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1538495/0001493152-26-029160-index.html","primary_entity_key":"0001538495","primary_entity_name":"Earth Science Tech, Inc."},"word_count":3462,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS**\n\n \n\nA\ndescription of the risks and uncertainties associated with our business and ownership of our Class A common stock is set forth below.\nYou should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including\nour consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition\nand Results of Operations.” The occurrence of any of the events or developments described below could materially and adversely\naffect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class\nA common stock could decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also\nimpair our business operations. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.\nOur actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors,\nincluding the risks described below. See “Cautionary Note Regarding Forward-Looking Statements.”\n\n \n\n**Summary\nof Principal Risk Factors**\n\n \n\n \n●\nOur\nresults of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in our failing\nto meet the expectations of industry and securities analysts or our investors.\n\n \n \n \n\n \n●\nIf\nwe are unable to expand the scope of our offerings, including the number and type of products and services that we offer, the number\nand quality of healthcare providers serving our customers, and the number and types of conditions capable of being treated through\nour platform, our business, financial condition, and results of operations may be materially and adversely affected.\n\n \n \n \n\n \n●\nIf\nwe are unable to successfully market to new customers and retain existing customers, or if evolving privacy, healthcare, or other\nlaws prevent or limit our marketing activities, our business, financial condition, and results of operations could be harmed.\n\n \n \n \n\n \n●\nWe\noperate in highly competitive markets and face competition from large, well-established healthcare providers and more traditional\nretailers and pharmaceutical providers with significant resources, and, as a result, we may not be able to compete effectively.\n\n \n \n \n\n \n●\nOur\nbrand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand in a cost-effective manner,\nour business and competitive advantage may be harmed.\n\n \n\n9\n\n \n\n \n\n \n●\nOur\npharmacy business subjects us to additional healthcare laws and regulations beyond those we face with our telehealth business and\nincreases the complexity and extent of our compliance and regulatory obligations.\n\n \n \n \n\n \n●\nIf\nwe fail to comply with applicable healthcare and other governmental regulations, we could face substantial penalties, in which case\nour business, financial condition, and results of operations could be adversely affected, and we may be required to restructure our\noperations.\n\n \n \n \n\n \n●\nEvolving\ngovernment regulations and enforcement activities may require increased costs or adversely affect our results of operations.\n\n \n \n \n\n \n●\nSecurity\nbreaches, loss of data, and other disruptions could compromise sensitive information related to our business or customers or prevent\nus from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.\n\n \n \n \n\n \n●\nWe\nmay be subject to legal proceedings and litigation, including intellectual property disputes, which are costly to defend and could\nmaterially harm our business and results of operations.\n\n \n \n \n\n \n●\nWe\nmay require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.\n\n \n \n \n\n \n●\nOur\nSeries B class Preferred stock structure has the effect of concentrating voting power with our Chief Executive Officer and Chairman of the Board,\nGiorgio R. Saumat, which limits an investor’s ability to influence the outcome of important transactions, including a change\nin control.\n\n \n \n \n\n \n●\nThe\nmarket price of our common stock may be volatile.\n\n \n\n**Risks\nRelated to Health and Wellness sector**\n\n \n\n**Our\nlimited operating history and evolving business model make it difficult to evaluate our current performance or predict our future results.\nBecause we are a relatively young company with a developing business model, investors may have limited information on which to base an\ninvestment decision. As we continue to grow and expand into new markets and offerings, our prospects must be considered in light of the\nrisks and uncertainties associated with a developing company in a rapidly evolving industry.**\n\n \n\n**If\nwe are unable to expand the scope of our offerings, our business and financial results may suffer. Our ability to grow depends on expanding\nthe number and types of products and services we offer, increasing the number and quality of healthcare providers on our platform, and\nbroadening the range of treatable conditions. If we fail to do so, our ability to attract and retain customers, generate revenue, and\ncompete effectively may be materially and adversely affected.**\n\n \n\n**Failure\nto attract and retain customers may materially harm our business. Our growth depends on acquiring and retaining customers through marketing\nefforts and platform engagement. If our marketing strategies fail to generate sufficient awareness or demand, or if changes in privacy,\nhealthcare, or marketing regulations limit our outreach, our revenue and overall performance could be negatively impacted.**\n\n \n\n10\n\n \n\n \n\n**Misuse\nor mismanagement of social media and influencer marketing may expose us to reputational and regulatory risk. While social media and celebrity\ninfluencers can enhance brand recognition, any misuse, inappropriate associations, or failure to comply with advertising regulations\ncould lead to reputational damage, customer loss, and potential fines or penalties.**\n\n \n\n**Our\nbrand is integral to our competitive position, and any deterioration in brand equity could harm our business. We rely heavily on brand\nstrength to differentiate ourselves in the market. If we fail to effectively promote, protect, or maintain our brand, our reputation\ncould suffer, negatively impacting customer acquisition, retention, and partnership opportunities.**\n\n \n\n**If\nour offerings fail to achieve or maintain market acceptance, our financial performance could be adversely affected. Failure to meet customer\nexpectations or differentiate our services from competitors could result in slower growth, lower revenue, and reduce investor confidence.**\n\n \n\n**We\noperate in a nascent and rapidly evolving market that may be difficult to predict. Our core business model, particularly through Peaks,\nand Villas, operates in emerging areas of telehealth and wellness. The competitive landscape is dynamic and includes risks related to\nregulatory changes, industry consolidation, and shifts in consumer behavior, all of which may affect demand forecasting and business\nplanning.**\n\n \n\n**Technological\ninnovations and alternative solutions may reduce demand for our services. Advancements in digital health, diagnostics, or pharmaceutical\ntherapies could render our offerings less attractive or obsolete, affecting customer retention and revenue.**\n\n \n\n**We\nface competition from larger, better-capitalized companies. Many of our competitors include large healthcare systems, retail pharmacies,\nand pharmaceutical manufacturers with greater brand recognition, operational scale, and financial resources, which may limit our ability\nto compete effectively.**\n\n \n\n**Our\nreliance on MOC Teledoc, our affiliated healthcare provider network, exposes us to risks related to provider recruitment, retention,\nclinical liability, and complex regulatory compliance. MOC Teledoc, a subsidiary operating under Peaks, manages our proprietary telemedicine\nplatform and network of affiliated doctors to facilitate telehealth consultations. Our continued growth and ability to seamlessly fulfill\nprescriptions depend heavily on recruiting, retaining, and effectively managing qualified, state-licensed healthcare professionals within\nthis network. If we encounter difficulties in expanding the MOC Teledoc network, or if we experience high turnover among affiliated providers,\nour capacity to handle patient volume could be severely constrained, directly impacting revenue.**\n\n** **\n\n**Furthermore,\nfacilitating medical consultations exposes us to inherent clinical risks. We may face vicarious liability, medical malpractice claims,\nor reputational damage arising from the clinical decisions, conduct, or omissions of the independent providers utilizing the MOC Teledoc\nplatform. Additionally, we must ensure our operational relationship with MOC Teledoc strictly adheres to varying state-specific Corporate\nPractice of Medicine (CPOM) doctrines, which prohibit non-physician entities from interfering with the independent clinical judgment\nof licensed medical professionals. Any regulatory scrutiny or legal challenges regarding the operational independence or classification\nof these physicians could result in significant fines, costly mandatory restructuring, or severe disruptions to our telehealth operations.**\n\n \n\n**Poor\ncustomer support may damage our reputation and financial performance. A failure to provide effective support to patients and providers\nmay lead to dissatisfaction, complaints, and erosion of customer loyalty, which could impair our competitive position and revenue.**\n\n \n\n**Acquisitions\nand strategic investments could fail to deliver expected benefits and may introduce additional risks. We may pursue acquisitions or strategic\npartnerships to accelerate growth, but such transactions carry risks related to integration, unforeseen liabilities, operational disruption,\nand dilution to existing shareholders.**\n\n \n\n11\n\n \n\n \n\n**Macroeconomic\nconditions may negatively affect demand for our services. Economic downturns, inflation, or disruptions in the healthcare or real estate\nmarkets may reduce consumer spending or investor confidence, thereby impacting our financial performance.**\n\n \n\n**Our\nmobile experience is critical to user engagement and retention. A significant portion of users interact with our platform via mobile\ndevices. Any issues with mobile functionality, performance, or compatibility may impair our ability to retain and grow our customer base.**\n\n \n\n**We\nrely on uninterrupted internet and mobile network access to operate our platform. Any outages or interruptions in internet or cellular\nconnectivity could disrupt service availability, reduce customer satisfaction, and harm our reputation. Failures, delays, or breaches\nby these vendors may impair our ability to provide services, fulfill prescriptions, or maintain operational continuity.**\n\n \n\n**Supply\nchain disruptions could affect product availability and customer satisfaction. Delays or shortages in the supply of pharmaceutical ingredients,\npackaging, or delivery services could affect our ability to meet demand and damage our brand.**\n\n \n\n**Pharmacy\noperations are subject to complex healthcare regulations and heightened compliance risk. RxCompound and Mister Meds must adhere to a\nwide array of state and federal pharmacy regulations, including those beyond telehealth services. Noncompliance could result in fines,\nlicense suspensions, or legal action.**\n\n \n\n**We\nrely on third-party payment processors and must comply with evolving payment regulations. Any failure in payment processing systems or\nregulatory compliance could interrupt transactions, harm user experience, and reduce revenue.**\n\n \n\n**Inaccurate\nor ineffective pricing strategies could hinder our competitiveness. If our pricing does not reflect market dynamics or customer expectations,\nwe may face reduced demand, margin compression, or lost opportunities for partnership growth.**\n\n \n\n**Our\nbusiness depends on the leadership team**’**s continuity and expertise. The loss of key executives or inability to recruit\nexperienced leadership could impair our ability to execute on strategy and manage daily operations effectively.**\n\n \n\n**Our\ngrowth relies on attracting and retaining skilled employees. An inability to hire or retain qualified personnel may constrain our innovation\ncapacity, operational execution, and scalability.**\n\n \n\n**We\nrely on centralized inventory locations for order fulfillment. Our inventory is currently housed at RxCompound**’**s\nfacility in Miami, Florida and Mister Meds’ facility in Abilene, Texas. A disruption, natural disaster, or facility damage at either\nsite could materially impair our ability to fulfill orders and meet customer expectations.**\n\n \n\n**Risks\nRelated to Asset Management**\n\n \n\n**Market\nvolatility could affect asset values and returns. Avenvi**’**s real estate assets are influenced by macroeconomic factors\nsuch as inflation, interest rates, and regional market conditions. A downturn could lead to reduced valuations, delayed projects, and\nlower development returns.**\n\n \n\n**Development\nprojects carry execution and cost risks. Delays, cost overruns, zoning or environmental issues, and changing market demand may affect\nthe success and profitability of Avenvi**’**s development projects.**\n\n \n\n**Limited\naccess to financing could constrain Avenvi**’**s growth. Avenvi**’**s ability to pursue and complete\ndevelopment projects depends on access to capital and credit. Rising interest rates or unfavorable lending terms may limit its ability\nto fund future activities.**\n\n \n\n12\n\n \n\n \n\n**Avenvi’s\nperformance is closely tied to the Company’s strategic direction. As Avenvi manages physical infrastructure and real estate investments\nfor Earth Science Tech, Inc., changes in ETST’s strategic priorities, capital allocation, or liquidity may directly affect Avenvi’s\ndevelopment operations and financial outcomes.**\n\n \n\n**Regulatory\ncompliance burdens may increase costs or delay projects. Avenvi**’**s operations are subject to various zoning, disclosure,\ntax, and environmental regulations. Changes in these laws may increase compliance costs or restrict development opportunities.**\n\n \n\n**Shifts\nin demand may affect project success. Changes in real estate demand—particularly due to economic trends or remote work—may\nreduce demand for Avenvi**’**s residential or commercial developments.**\n\n \n\n**Reputational\nrisks may result from underperformance or mismanagement. Failure to meet development expectations or mismanagement of capital—especially\nin relation to the Company’s resources—may result in reputational damage or increased scrutiny from shareholders and regulators.**\n\n \n\n**Risks\nRelated to MagneChef Consumer**\n\n \n\n**We\nmay be unable to protect our intellectual property rights, including those associated with MagneChef. The MagneChef product line depends\non patented technologies and trademarked branding. Failure to enforce or maintain these rights may result in loss of exclusivity, brand\ndilution, or increased competition.**\n\n \n\n**Product\nliability or safety issues related to MagneChef could result in reputational harm or legal exposure. If any Magne product is found to\nbe defective, unsafe, or misused, we may face product recalls, regulatory inquiries, litigation, or consumer dissatisfaction that adversely\nimpacts sales and brand equity.**\n\n \n\n**MagneChef\noperates in a competitive consumer goods market with limited barriers to entry. Larger companies with established distribution, pricing\npower, or marketing budgets may limit our ability to gain or maintain market share.**\n\n \n\n**Shifts\nin consumer behavior may impact demand for MagneChef products. Changes in household spending patterns, cooking trends, or consumer preferences\ncould reduce demand and impact overall product performance.**\n\n \n\n**Risks\nRelated to Governmental Regulation**\n\n \n\n**We\nare subject to extensive, complex, and evolving government regulations. Our operations—particularly those involving RxCompound,\nMister Meds, Peaks, DOC, and Villas—are subject to a broad range of federal, state, and local regulations governing healthcare,\npharmacy operations, telemedicine, and patient privacy. Failure to comply with these regulations could result in substantial penalties,\noperational restrictions, or reputational harm. Regulatory requirements may change without notice, potentially requiring significant\nexpenditures to ensure compliance.**\n\n \n\n**Noncompliance\nwith federal or state healthcare laws could result in civil or criminal penalties. If any of our business practices are found to violate\nanti-kickback statutes, false claims laws, HIPAA, or other healthcare-related laws, we could face fines, exclusion from federal healthcare\nprograms, or other enforcement actions that materially affect our operations.**\n\n \n\n**Changes\nin healthcare policy and reimbursement structures could impact our business model. Modifications to federal or state healthcare programs,\ninsurance coverage mandates, or telehealth reimbursement policies may affect customer access, demand for our services, or the financial\nviability of our offerings.**\n\n \n\n**Our\npharmacy operations are subject to heightened regulatory scrutiny. RxCompound and Mister Meds must comply with numerous state pharmacy\nboard regulations, DEA requirements for controlled substances, and FDA rules for compounded medications. Any violation—whether\nintentional or inadvertent—could result in license suspension, fines, or criminal investigation.**\n\n \n\n13\n\n \n\n \n\n**Evolving\ntelemedicine regulations create compliance uncertainty. As telehealth laws continue to evolve across jurisdictions, we must adapt to\ninconsistent requirements around prescribing, physician licensure, patient consent, and record keeping. Failure to keep pace with these\nchanges may limit our geographic reach or lead to regulatory violations.**\n\n \n\n**Privacy\nand data protection laws may impose additional burdens on our business. We are subject to HIPAA and other federal and state privacy laws\ngoverning the collection, storage, and transmission of personal health information. Breaches or noncompliance may result in fines, litigation,\nand loss of customer trust.**\n\n** **\n\n**Our\ncompounding pharmacy operations rely on regulatory exemptions that are subject to strict and evolving FDA interpretation, particularly\nregarding drug shortages. RxCompound and Mister Meds operate under Section 503A of the FDCA, which provides exemptions from standard\nFDA drug approval processes provided certain conditions are met, including restrictions on compounding drugs that are ‘essentially\na copy’ of commercially available products. We rely on the FDA’s drug shortage list to legally compound certain high-demand\nmedications. If the FDA removes key active pharmaceutical ingredients from the shortage list, alters its enforcement discretion, or determines\nthat our customized formulations do not demonstrate sufficient clinical difference from mass-market drugs, our pharmacies could be forced\nto immediately halt production of highly profitable product lines, which would materially and adversely affect our revenue.**\n\n \n\n**Future\nregulatory developments may increase compliance costs or restrict operations. Emerging policies—such as new FDA oversight of compounded\ndrugs, increased scrutiny of health tech platforms, or restrictions on influencer marketing in healthcare—could materially affect\nhow we conduct business.**\n\n \n\n**Risks\nRelated to Intellectual Property and Legal Proceedings**\n\n \n\n**We\nmay be unable to adequately protect our intellectual property rights. Our success depends in part on our ability to protect proprietary\ntechnologies, trademarks, trade secrets, and other intellectual property associated with our brands, including MagneChef. If we fail\nto adequately secure or enforce our rights, we may lose competitive advantages, experience brand dilution, or face increased competition.**\n\n \n\n**Third\nparties may infringe on our intellectual property or challenge its validity. Unauthorized use or misappropriation of our intellectual\nproperty could harm our reputation and market position. In some cases, we may be forced to initiate costly and time-consuming legal proceedings\nto protect our rights or defend against infringement claims.**\n\n \n\n**We\nmay be subject to claims alleging intellectual property infringement. As we expand our offerings, there is a risk that third parties\nmay allege that our technologies, branding, or marketing strategies infringe on their intellectual property rights. Even if such claims\nlack merit, they could lead to litigation, financial liabilities, or reputational damage.**\n\n \n\n**Litigation\nor regulatory investigations could materially impact our operations. We may be involved in legal proceedings or regulatory actions in\nthe normal course of business, including those related to employment practices, patient care, privacy violations, product liability,\nor contractual disputes. Any such proceedings could result in substantial costs, diversion of management attention, or adverse judgments.**\n\n \n\n**We\nmay not be adequately insured against certain legal risks. While we maintain liability and business insurance, coverage may be unavailable\nor insufficient for certain types of intellectual property claims, regulatory actions, or class-action lawsuits. This may result in out-of-pocket\nexpenses that adversely affect our financial position.**\n\n \n\n**Settlement\nobligations or adverse rulings could affect financial results. If we are required to settle a legal claim or if a court issues a judgment\nagainst us, we could face significant financial liabilities or operational restrictions, which may materially affect our business and\nresults of operations.**\n\n \n\n14\n\n \n\n \n\n**Risks\nRelated to the Company, Results of Operations, and Additional Capital Requirements**\n\n \n\n**The\nCompany has a history of net losses, anticipates increasing expenses in the future, and may not be able to maintain profitability.**\n\n \n\n**The\nCompany’s results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in\nfailure to meet the expectations of industry and securities analysts or its investors.**\n\n \n\n**Peaks\nrelies significantly on revenue from customers purchasing subscription-based prescription products and services and may not be successful\nin expanding its offerings.**\n\n \n\n**The\nrequirements of being a public company have strained and may continue to strain the Company’s resources, divert management’s\nattention, and may result in litigation.**\n\n \n\n**The\nCompany may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at\nall.**\n\n \n\n**If\nthe Company’s estimates or judgments relating to its significant accounting policies prove to be incorrect, the results of operations\ncould be adversely affected.**\n\n \n\n**Adverse\ntax laws or regulations could be enacted, or existing laws could be applied to the Company or to customers, which could subject us to\nadditional tax liability and related interest and penalties, increase the costs of the Company’s offerings, and adversely impact\nour business.**\n\n \n\n**Certain\nU.S. state tax authorities may assert the Company has a state nexus and seek to impose state and local income taxes which could harm\nthe results of operations.**\n\n \n\n**Risks\nRelated to Ownership of the Company Securities**\n\n \n\n**Our\ncommon stock is currently quoted only on the OTCID Marketplace, which may have an unfavorable impact on our stock price and liquidity.**\n\n \n\n**The\nregulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.**\n\n \n\n**Florida\nlaw, our Articles of Incorporation, and our by-laws provide for the indemnification of our officers and directors at our expense, and\ncorrespondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate\nresources may be expended for the benefit of officers and/or directors.**\n\n \n\n**We\ndo 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\nwill need to come through an increase in our stock’s price, which may never happen.**\n\n \n\n**Because\nour securities are subject to penny stock rules, you may have difficulty reselling your shares.**\n\n \n\n**Our\ncommon stock market prices may be volatile, which substantially increases the risk that investors may not be able to sell their Securities\nat or above the price that was paid for the security.**\n\n \n\n**Because\nwe may issue additional shares of our common stock, investment in our company could be subject to substantial dilution.**\n\n \n\n**FINRA\nsales practice requirements may also limit a stockholder’s ability to buy and sell our stock.**\n\n \n\n**The\nissuance of shares to enter acquisitions may have a significant dilutive effect.**"}