SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
to
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): January 5, 2021
Nutriband, Inc.
| Nevada | 000-55654 | 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 | ||
EXPLANATORY NOTE
Nutriband, Inc. is filing this Amendment to its Current Report on Form 8-K, filed January 21, 2021 (the “Form 8-K”), to correct a typographical error in the table below that sets forth the issuances of unregistered securities reported in the Form 8-K and in the Explanatory Note in Amendment No. 1 to the Form 8-K. No other changes were made to the Form 8-K in this Amendment.
ITEM 3.02. Unregistered Sales of Equity Securities.
The following table sets forth the sales of unregistered securities since the Company’s last report filed under this item.
| Date | Title and Amount (1) | Purchaser |
Principal Underwriter |
Total Offering Price/ Underwriting Discounts | ||||||
| January 5, 2021 | 10,000 shares of common stock | Gareth Sheridan, CEO and Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 10,000 shares of common stock | Sean Gallagher, Executive Chairman and Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 10,000 shares of common stock | Serguei Melnik, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 5,000 shares of common stock | Michael Myer, President of Pocono Pharma and Director |
NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 12,500 shares of common stock | Radu Bujoreanu, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 10,000 shares of common stock | Steven P. Damon, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 5,000 shares of common stock | Michael Doron, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 12,5000 shares of common stock | Mark Hamilton, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 12,500 shares of common stock | Stefan Mancas, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 5,000 shares of common stock | Vsevolod Grogore, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 5,000 shares of common stock | Patrick Ryan, Chief Technical Officer |
NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 10,000 shares of common stock | Gerald Goodman, Chief Financial Officer | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 6.825 shares of common stock | Alan Smith, Chief Operating Officer and President of 4P Therapeutics | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 5,000 shares of common stock | Vitalie Botgros, Consultant | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 6,000 shares of common stock | Thomas Cooney, Director | NA | $15.00 per share/NA | ||||||
| January 5, 2021 | 5,000 shares of common stock | Jay Moore, Director | NA | $15.00 per share/NA |
| (1) | The issuances to directors and management and consultants are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D, Regulation S or Rule 701 promulgated by the SEC under the Securities Act. |
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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.
| NUTRIBAND, INC. | ||
| Date: January 21, 2021 | By: | /s/ Gareth Sheridan |
| R: Gareth Sheridan | ||
| Chief Executive Officer | ||
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