NutriBand Inc. — Capital/Financing Update 2019

Jun 26, 2019

8-K 1 f8k062419_nutribandinc.htm CURRENT REPORT

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2019

Nutriband Inc.

Nevada	000-55654	81-1118176
(State
or Other Jurisdiction of Incorporation)	(Commission
File Number)	(I.R.S.
Employer Identification
No.)

| 121
South Orange Ave., Suite 1500, Orlando, FL | 32801 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

(407) 377-6695

Registrant’s Telephone Number, Including Area Code

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 25, 2019, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada which (i) effected a one-for-four reverse split and (ii) reduced the number of authorized shares of common stock, par value $0.001 per share, from 100,000,000 shares to 25,000,000 shares. The reverse split and change in authorized common stock was approved by the board of directors on June 21, 2019. Pursuant to Section 78.209 of the Nevada Revised Statutes, stockholder approval is not required. The reverse split will become effective in the marketplace upon receipt of approval by FINRA.

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SIGNATURES

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 thereunto duly authorized.

| /s/
Gareth Sheridan |
| --- |
| R:
Gareth Sheridan |
| Chief
Executive Officer |

2

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