NutriBand Inc. — Capital/Financing Update 2024

Jun 3, 2024

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2024

Nutriband Inc.

Nevada	001-40854	81-1118176
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

121 S. Orange Ave. Suite 1500 Orlando , Florida	32801
(Address of Principal Executive Offices)	(Zip Code)

( 407) 377-6695

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 (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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NTRB	The Nasdaq Stock Market LLC
Warrants	NTRBW	The Nasdaq Stock Market LLC

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Item 3.02. Unregistered Sales of Equity Securities .

Issuance of Stock Upon Conversion of Outstanding Note

Pursuant to a Conversion Agreement dated May 14, 2024, TII Jet Services LDA (the “Holder”) agreed to convert $300,000 of the outstanding principal and accrued interest as of May 14, 2024, of the Creditline Promissory Note of the Company held by Holder ( as amended and restated as of July 13, 2023, the “Note”), into 76,230 shares of Common Stock, par value $0.001 per share, of the Company at a price of $4.00 per share, as set forth in below table.

The Current Report on Form 8-K filed by the Company with the SEC on May 21, 2024, omitted the description of the common stock purchase warrants (the “Warrants”), expiring May 14, 2029 and exercisable at $6.43 per share, to purchase 152,460 shares of common stock, issued to the Holder in connection with the conversion of $300,000 of outstanding principal of and accrued interest on the Note. The amended Conversion Agreement, dated May 22, 2024, is attached as Exhibit 10.34 to this Current Report.

Date	Title and Amount (1)	Purchaser	Principal Underwriter	Total Offering Price/ Underwriting Discounts
December 27, 2023	76,230 shares of common stock issued upon conversion of $300,000 of the
outstanding principal amount of the convertible Note of the Company held by TII Jet Services LDA; as a part of the conversion in addition
to the conversion shares, five-year Warrants to purchase 152,460 shares of Common Stock, at an exercise
price of $6.43 per share were issued to the Holder.	TII Jet Services LDA	NA	$4 per share/NA

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
10.34	Amendment to Note Conversion Agreement dated May 22, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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

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