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) April 10, 2018

 

Nutriband, INC.

 

Nevada   000-55654   81-1118176

(State or Other Jurisdiction

 of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

309 Celtic Ct., Oviedo Florida   32765
(Address of Principal Executive Offices)   (Zip Code)

 

1 (407) 880-6810

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. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

The Company has entered into an acquisition agreement to acquire 100% stake in 4P Therapeutics Inc. Inc., in exchange for $400,000 and 250,000 shares of common stock of Nutriband Inc.

 

FOR THE FULL TERMS OF THE AGREEMENT, PLEASE REFER TO THE COPY THEREOF FILED AS EXHIBIT 99.2 TO THIS REPORT.

 

The company issued a Press Release on April 10, 2018.

 

Item 5.02. Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers

 

The Company has Nutriband Inc. has appointed Steven Damon to the Board of Directors. Mr Damon has over 20 years of experience with various business roles in the medical and pharmaceutical industries. Before founding 4P Therapeutics, Steve led the Business Development team at Altea Therapeutics as the company's Senior Vice President of Business Development. He was responsible for executing several key partnerships with various pharmaceutical companies for Altea's novel transdermal patch technology, bringing over $45 million of non-dilutive financing into Altea Therapeutics. Also, Steve currently serves on the board of directors for Georgia BIO.

 

Prior to joining Altea Therapeutics, Steven Damon was at Durect Corporation in Cupertino, Ca, where in addition to completing product partnership agreements, he was was responsible for other commercial activities including the Alzet brand drug delivery pumps and was President of a wholly owned subsidiary - Absorbable Polymers International. He was previously at Kimberly-Clark Healthcare, with lead responsibilities for commercial development of the healthcare business in Europe and key responsibilities for a number of major acquisition deals. 

 

The Company has appointed Alan Smith Ph.D. as head of Regulatory and Clinical Operations. Alan Smith, Ph.D., co-founded 4P Therapeutics in 2011 and serves as Vice President, Clinical, Regulatory, Quality, and Operations. Previously, he was with Altea Therapeutics, most recently serving as Vice President, Product Development and Head of Clinical R&D, Regulatory Affairs, and Project Management. At Altea, he led major research and development programs with pharmaceutical companies such as Eli Lilly, Amylin, Hospira, Elan, and Novartis. He joined Altea as one of the first employees and spent 12 years growing its multidisciplinary drug delivery research and development organization.


Dr. Smith has 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics and medical devices for treatment and management of diabetes, chronic pain and cardiovascular disease. Prior to joining Altea Therapeutics, he led the development of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company. Dr. Smith received Ph.D. and M.S. degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry of New Jersey. He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

 

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Item 8.01 Other Events.

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

Throughout this report, we make statements that may be deemed "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that Chancellor plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report.

 

 Any forward-looking statements that we may make are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those anticipated by us. Any forward-looking statements are subject to the risks and uncertainties that could cause actual results of operations, financial condition, cost reductions, acquisitions, dispositions, financing transactions, operations, expansion, consolidation and other events to differ materially from those expressed or implied in such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements. As a result, the reader is cautioned not to rely on these forward-looking statements. Due to known and unknown risks, the company’s actual results may differ materially from its expectations or projections.

    

While most risks affect only future costs or revenues anticipated by the company, some risks may relate to accruals that have already been reflected in results of operations. The company’s failure to receive payments of accrued amounts or if liabilities are incurred in excess of amounts previously recognized, a charge against future earnings could result. In addition, any forward-looking statements should be considered in context with various disclosures made by us about our business including, without limitation, the risk factors more particularly described below in “Risk Factors.”

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit Number   Description 
99.1   Press release issued by Nutriband, Inc. April 10, 2018
99.2   Acquisition Agreement, dated as of April 5, 2018

 

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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: April 10, 2018 By: /s/ Gareth Sheridan
    R: Gareth Sheridan
    Chief Executive Officer

 

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Exhibit 99.1

 

NUTRIBAND INC. ACQUIRES 4P THERAPEUTICS INC.

 

Orlando, Fla. – April 10, 2018 – Nutriband Inc. (OTC: NTRB), a Nevada Corporation, is pleased to announce the acquisition of 4P Therapeutics Inc. on April 5, 2018.

 

Nutriband has acquired 100% interest in 4P Therapeutics for a total of $1,900,000 payable in both company stock and cash. 4P Therapeutics will receive 250,000 shares of common stock and a cash amount of $400,000. Steve Damon, CEO of 4P Therapeutics, has been appointed to the Nutriband Inc. Board of Directors.

 

4P Therapeutics will now become the Pharmaceutical and Development arm of Nutriband Inc. with a specific focus on Transdermal and Topical Technologies, prescription drugs and clinical development.

 

Included in the acquisition of 4P’s IP Portfolio is Defent™ abuse deterrent patch technology, an opioid abuse deterrent platform for the transdermal delivery of opioid-based medications. Defent™ lowers the risk of abuse and misuse, creating a safer treatment for patients.

 

Nutriband has also acquired 4P’s Exenatide transdermal delivery system, currently in Phase I clinical development. If successfully taken through Phase III and to commercialization, it will compete with injectable Exenatide such as Byetta ® and Bydureon ® by providing an injection free alternative for patients with type II diabetes.

 

A Full Pipeline of drugs and technology can be found on 4P’s website http://www.4ptherapeutics.com/.

 

4P Therapeutics is a private company focused on the research and development of novel drug delivery technologies and therapeutics. 4P develops products that meet the needs of patients, physicians and payers. The company has capabilities for developing pharmaceutical products ranging from pre-clinical testing to clinical manufacturing and early stage clinical development (Phase I/II). A key company focus and area of expertise is in the development of transdermal products for currently injected compounds, including proteins, peptides, macromolecules and biologics. Transdermal delivery of commercially available drugs or biologics that are typically delivered via injection has the potential to improve safety, efficacy and therapeutic outcomes associated with these treatments.

 

Nutriband Inc. appointed Steven Damon to its Board of Directors. Steven Damon has over 30 years of experience with various business roles in the medical and pharmaceutical industries. He is the founder and CEO of 4P Therapeutics, an Atlanta based transdermal drug delivery company established in 2011. Steven also maintains an executive leadership role as Vice President for Business and Commercial Development with Femasys an Atlanta based women’s health care medtech company.  In addition, he serves on the boards of Micron Biomedical, Carmel Bioscience, Temple Therapeutics and Georgia BIO. He actively consults with various companies on strategy, financing and M&A. 

 

Before founding 4P Therapeutics, Steven led the Business Development team at Atlanta based Altea Therapeutics as the company's Senior Vice President of Business Development.  He founded and was President of Absorbable Polymers International a Birmingham, Alabama company. He was an Executive Director at DURECT Corporation in Cupertino California where he led Business Development activities and was responsible for the ALZET research drug delivery pump business.  Steve started his life science career with Kimberly-Clark Healthcare (now Halyard Healthcare) with lead responsibilities for commercial development of the healthcare business in Europe and the acquisitions of a number of life science companies and products.

 

Additional activities include industry related speaking engagements, publications and committee participation. Steven has been a long time mentor for the Emory and Georgia Tech Ti:GER program and also participates in other GT student mentoring programs.

 

 

 

 

Nutriband Inc. appointed Alan Smith Ph.D. as Head of Regulatory and Clinical Operations. Alan Smith, Ph.D., co-founded 4P Therapeutics in 2011 and serves as Vice President, Clinical, Regulatory, Quality, and Operations. Previously, he was with Altea Therapeutics, most recently serving as Vice President, Product Development and Head of Clinical R&D, Regulatory Affairs, and Project Management. At Altea, he led major research and development programs with pharmaceutical companies such as Eli Lilly, Amylin, Hospira, Elan, and Novartis. He joined Altea as one of the first employees and spent 12 years growing its multidisciplinary drug delivery research and development organization.

 

Dr. Smith has 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics and medical devices for treatment and management of diabetes, chronic pain and cardiovascular disease. Prior to joining Altea Therapeutics, he led the development of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company. Dr. Smith received Ph.D. and M.S. degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry of New Jersey. He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

 

Nutriband Inc.

 

Nutriband is a unique, result’s driven, health and pharmaceutical Company based in Orlando Florida.  Unlike traditional health product companies, Nutriband found its start by spotting and targeting a gross and virtually unexplored niche in the market through its method of ingredient delivery. All Nutriband products are based around the science of transdermal / Topical technologies.

 

About Our Forward-Looking Statements

 

Certain statements contained in this press release, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve both known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in our forward-looking statements as a result of a number of factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity and international, national and local general economic and market conditions. Except as required by applicable law, we undertake no obligation to revise or update any of our forward-looking statements in order to reflect any event or circumstance that may arise after the date hereof.

 

For more information, contact:

 

Gareth Sheridan

CEO

Nutriband Inc.

407-880-6810

info@nutriband.com

www.nutriband.com

 

 

Exhibit 99.2

 

NUTRIBAND INC
AND
4P THERAPEUTICS
ACQUISITION AGREEMENT

 

THIS ACQUISITION AGREEMENT (this “Agreement”) is entered into and made effective as of April 5, 2018 (the “Effective Date”), by and among Nutriband, Inc., a Nevada corporation (“Nutriband”), 4P Therapeutics LLC, a Delaware limited liability company (“4P Therapeutics”)

 

RECITALS

 

WHEREAS, SD is presently the sole owner of 4P Therapeutics;

 

WHEREAS, Nutriband desires to purchase all of the shares of 4P Therapeutics used in the Business; and

 

WHEREAS, 4P Therapeutics has agreed to grant to Nutriband all of the shares of 4P Therapeutics used in the Business pursuant to the terms and conditions of this Agreement.

 

WHEREAS, SD refers to Steven Damon

 

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:

 

ARTICLE I

100% ACQUISITION

 

1.1 ACQUISITION . NUTRIBAND acquires 100% of 4P THERAPEUTICS, including, all of the right, title and interest in and to all of the tangible and intangible assets owned by 4P Therapeutics or to which it is entitled and belonging to or used or intended to be used in the Business, of every kind and description and wherever located (collectively, the “Assets”), as of Closing (satisfactory completion of the audit and transfer to SD designated bank accounts of $400,000.00 and issue of common stock as defined in 2.3 a) and upon the terms and conditions set forth in this Agreement). The Assets shall be conveyed free and clear of all liabilities, obligations, liens, claims and encumbrances, except only those liabilities and obligations that are to be assumed by Nutriband.

 

 

 

 

1.2 The Assets . The Assets to be sold and purchased hereunder, include, but shall not be limited to:

 

(i) There will be no cash balance of 4P Therapeutics;

 

(ii) All receivables due at the time of Closing belong to SD.

 

(iii) all inventories of 4P Therapeutics, including without limitation all raw materials, work in progress, finished goods (including inventories of finished products held for packaging and/or shipping and all types of inventories which are in transit or being held by third parties) and all production, shipping and packaging supplies;

 

(iv) all prepaid expenses, including deposits and credits of 4P Therapeutics belong to SD;

 

(v) all fixed assets of 4P Therapeutics, including all machinery, equipment, tools, handling equipment and accessories and supplies;

 

(vi) all office furniture and furnishings, equipment and supplies of 4P Therapeutics;

 

(vii) all of 4P Therapeutics’ right, title and interest as tenant in and to leases and interests in real property (the “Real Property”), together with all of 4P Therapeutics’s right, title and interest in and to all easements, rights and appurtenances thereto;

 

(viii) all of 4P Therapeutics’ right, title and interest in and to all plants, buildings, structures, erections, improvements and fixtures located on or forming part of the Real Property;

 

(ix) all of 4P Therapeutics’ right, title and interest in, to and under all domestic and foreign patents, patent applications, patent licenses, assignable software licenses, assignable know-how licenses and technology transfer agreements, trade names, trademarks, brand names, logos, copyrights, unpatented inventions, discoveries, conceptions, reductions to practice, service marks, trademark and service mark registrations and applications;

 

(x) all of 4P Therapeutics’ right, title and interest in and to trade secrets, know-how (including, without limitation, proprietary know-how and use and application know-how) manufacturing, engineering and other drawings, technology, technical information, engineering data, design and engineering specifications, formulae, processes, blueprints, sketches, schematics, flow sheets, flow diagrams, magnetic media such as audio tapes, computer disks, micromedia such as microfilm and microfiche, promotional literature and similar data (all rights referred to in 1.2(ix) and 1.2(x) together referred to as the “Intellectual Property”);

 

(xi) all of the Business’s existing books, general, financial, tax and personnel records, correspondence and other documents, records and files, and all data systems and customer information to enable Nutriband to continue the design, manufacture and sale of the Business’s products and services;

 

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(xii) the full benefit of all leases of, and conditional sales contracts and title retention agreements relating to, machinery and equipment of which 4P Therapeutics is lessee;

 

(xiii) the full benefit of all contracts or commitments to which 4P Therapeutics is entitled, including without limiting the generality of the foregoing,

 

(A) all unfilled orders received by 4P Therapeutics; and

 

(B) all forward commitments to 4P Therapeutics for fixed assets, subleases, services, inventory, supplies or materials entered into in the usual and ordinary course of the Business, whether or not there are any written contracts with respect thereto;

 

(xiv) the full benefit of all licenses, and all registrations and permits of 4P Therapeutics pertaining to environment, health and safety matters, and all other assignable registrations and permits;

 

(xv) the goodwill of 4P Therapeutics;

 

(xvi) all computer aided design and other product development equipment of 4P Therapeutics; and

 

(xvii) all claims, causes of action, rights of recovery, refunds and rights of set-off of any kind of 4P Therapeutics, except insofar as necessary to offset a claim against 4P Therapeutics but for which 4P Therapeutics does not recover money.

 

(xviii) all insurance proceeds and the full benefit of all insurance policies of 4P Therapeutics, including without limitation those described in Section 3.12 hereof.

 

(ii) assets related to employee benefit plans which are not assumed by Nutriband.

 

1.3 Liabilities .

 

(a) Assumed Liabilities. Subject to Section 1.4(b) below, Nutriband shall assume, pay, fulfill, perform or otherwise discharge 4P Therapeutics’s liability for (i) post-Closing obligations under the facility and equipment leases of 4P Therapeutics as of the Closing Date (ii) contracts and accounts payable relating to the purchase of inventory, sale of products and similar agreements that may arise prior to the Closing Date in the ordinary course of operations of the Business in accordance with 4P Therapeutics’s prior practice; (iii) and all sales and transfer taxes and fees, if any, and its purchase of the Assets hereby.

 

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ARTICLE II

PURCHASE PRICE AND CLOSING

 

2.1 Purchase Price . The purchase price for the Assets shall be Four Hundred Thousand Dollars ($400,000.00) plus 250,000 shares of restricted common stock of NUTRIBAND to be paid following the completion of a company audit.

 

2.2 Royalty Payment . In addition to the Purchase Price, SD shall be paid a six percent (6%) royalty payment on the revenue received or derived by Nutriband’s utilization or sale of the abuse deterrent IP acquired by Nutriband from 4P Therapeutics pursuant to this Agreement including partner license milestones and development payments.

 

2.3 Closing .

 

(a) Upon the signing by both parties on the effective date the 250,000 shares shall be split between both SD and Dr. Alan Smith as follows on the day of audit completion:

 

SD — 167,000 shares of restricted common stock

Dr. Alan Smith — 83,00 shares of restricted common stock

 

2.4 Board Of Directors

 

(a) Steven Damon will be added to the Nutriband Inc. Board of Directors, effective at time of Closing. Steven Damon will be compensated for his work as a board member equal to compensation received by all board members.

 

(b) At the Closing, 4P Therapeutics shall deliver to Nutriband:

 

(i) a duly executed Bill of Sale;

 

(ii) duly executed assignments of 4P Therapeutics’ right, title and interest in and to, or licenses to practice, the Intellectual Property;

 

(iv) duly executed assignments of 4P Therapeutics’ right, title and interest in, to and under each contract and license to be assigned pursuant to this Agreement;

 

(v) evidence of the release of all liabilities, obligations, liens, claims and encumbrances on or against the Assets;

 

(vi) such other instruments of assignment or conveyance as Nutriband may reasonably request as necessary or appropriate to vest in Nutriband good and marketable title to the Assets; and

 

(vii) possession of all tangible assets of the Business.

 

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(c) At the Closing and completion of audit, Nutriband shall pay Four Hundred Thousand Dollars ($400,000.00) to 4P Therapeutics by wire transfer of immediately available federal funds to an account designated by 4P Therapeutics and have 250,000 shares of Nutriband common stock issued to SD and Alan Smith as discussed in point 2.2.

 

ARTICLE III

GENERAL PROVISIONS

 

3.1. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflicts of laws principles.

 

3.2. Within 75 days should an audit not be complete and according to SEC guidelines the agreement will be rescinded and or re-negotiated.

 

IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date first above written.

 

NUTRIBAND CORPORATION

 

By: /s/ Gareth Sheridan  
Name: Gareth Sheridan  
Its: CEO  

 

“Nutriband”

 

4P THERAPEUTICS, LLC

 

By: /s/ Steven Damon  
Name: Steven Damon  
Its: President  
     
“4P Therapeutics “  
   
   
Steven Damon  

 

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