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): August 31, 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 |
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Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 2020, the Company entered into a Purchase Agreement (“Agreement”), with Pocono Coated Products (“PCP”), pursuant to which PCP agreed to sell the Company all of the assets associated with its Transdermal, Topical, Cosmetic and Nutraceutical business (the “Business”), including: (1) all the equipment, intellectual property and trade secrets, cash balances, receivables, bank accounts and inventory, free and clear of all liens, except for certain lease obligations , and (2), a 100% of the membership interest in PCP’s subsidiary Active Intelligence, LLC (collectively, the “Assets”). PCP is the manufacturer of our transdermal products, and we bought that business from them. The purchase price for the Assets was (i) $6,000,000 paid in shares of the Company’s common stock at a value of the average price of the previous 90 days at the date of Closing (the “Shares”); (ii) a promissory note of the Company in the principal amount of $1,500,000, which is due upon the earlier of (a) twelve (12) months from issuance, or (b) immediately following a capital raise of no less than $4,000,000 and/or a public offering of no less than $4,000,000.
On August 31, 2021 we entered into an amendment to the Agreement with the parties to the Agreement that provides for an extension of the August 31, 2021 due date of the $1,500,000 note issued in the transaction to September 30, 2021, and extends the time limit set forth in Section 5.3(a) of the Agreement until September 30, 2021, for completion of the Listing (as defined in the Agreement) and for payment of the Note in full.
THE FOREGOING GENERAL DISCUSSION OF THE TERMS OF THE NOTE AND THE PURCHASE AGREEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TERMS SET FORTH IN THE AMENDMENT ATTACHED AS AN EXHIBIT TO THIS CURRENT REPORT, AND DEFINED TERMS USED IN THE DESCRIPTION OF SUCH AMENDMENT IN THIS CURRENT REPORT SHALL HAVE THE MEANINGS PROVIDED IN SUCH AMENDMENT, AS APPPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1
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: September 1, 2021 | By: | /s/ Gareth Sheridan |
| R: Gareth Sheridan | ||
| Chief Executive Officer | ||
2
Exhibit 10.25
AMENDMENT NO. 1
TO
PURCHASE AGREEMENT AND PROMISSORY NOTE
THIS Amendment No. 1 to Purchase Agreement is entered into as of August 31, 2021, by and among by and among NUTRIBAND INC., a Nevada corporation (“Nutriband”), POCONO PHARMACEUTICALS, INC., a Delaware corporation (“NBI Sub”), and POCONO COATED PRODUCTS, LLC, a Pennsylvania limited liability company (“Pocono”) and ACTIVE INTELLIGENCE, LLC, a North Carolina limited liability company (“AI”), surviving as successor entity to POCONO PCP SUB, INC., a Delaware corporation (“PCP Sub”); and it amends the Purchase Agreement (the “Purchase Agreement”) by and between such parties dated as of August 31, 2020, and further amends the Promissory Note dated August 31, 2020, issued by Nutriband to Pocono, in the principal amount of $1,500,000 and due August 31, 2021 (the “Note”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement. References to Sections and Schedules in this Amendment are references to Sections and Schedules of the Purchase Agreement unless otherwise expressly stated in this Amendment.
BACKGROUND
The parties hereto entered into the Purchase Agreement for the purpose of effecting PCP Sub’s transfer certain assets to NBI Sub in a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Code on the terms and conditions set forth in the Purchase Agreement. The Parties now desire to enter into this Amendment in accordance with Section 8.2 of the Purchase Agreement.
STATEMENT OF AMENDMENT
In consideration of the premises and the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt, mutuality and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Section 2.1 of the Purchase Agreement provides that the Closing Date shall occur at 9.00am (or such other time as the parties agree) on the date that is five (5) Business Days after the date that the last of the Conditions are satisfied or waived, or such other date as agreed between the parties in writing. |
| 2. | The Parties agree that the Closing Date shall be effective as of September 1, 2020. |
| 3. | Section 5.3(a) provides that if upon the one (1) year anniversary of the Closing Date, Nutriband has not (A) completed the Listing, and (B) paid the Note in full, Pocono will have the unilateral right, in its sole and absolute discretion, to exercise its rights under the Security Agreement to reacquire the Assets. |
| 4. | The Parties agree to extend the time limit set forth in Section 5.3(a) until September 30, 2021. |
| 5. | Effective as of December 31, 2020, the PCP Sub was dissolved pursuant to a plan of liquidation with AI surviving as successor entity thereto. The parties acknowledge AI as the successor entity hereunder and signatory hereto. |
| 6. | This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument. |
| 7. | This Amendment shall be construed pursuant to and governed by the laws of the State of Delaware |
| 8. | The Purchase Agreement shall continue in full force and effect in all other aspects except as modified herein. |
| 9. | The Parties agree to amend the Note in the first paragraph thereof to provide that the maturity date of the Note is amended from August 31, 2021 to September 30, 2021. |
(Signature Page Follows)
IN WITNESS WHEREOF, Nutriband, NBI Sub, Pocono Coated Products, LLC and PCP Sub have executed this Amendment on and as of the date first written above.
| Address and email | Signature | ||
| 121 South Orange Ave., Suite 1500 | NUTRIBAND INC. | ||
| Orlando, Florida 32801 | |||
| Email: gareth@nutriband.com | By: | /s/ Gareth Sheridan | |
| Gareth Sheridan, CEO | |||
| 121 South Orange Ave., Suite 1500 | NBI Sub | ||
| Orlando, Florida 32801 | |||
| Email: gareth@nutriband.com | By: | Nutriband, Inc. | |
| Its: | Sole Shareholder | ||
| By: | /s/ Gareth Sheridan | ||
| Name: | Gareth Sheridan | ||
| Its: | CEO | ||
| 100 Sweetree Street, Cherryville, N.C. | Pocono CoateddProducts, LLC | ||
| Email: | |||
| By: | /s/ Rick Myer | ||
| Name: | Rick Myer | ||
| Its: | Member | ||
| By: | /s/ Michael Myer | ||
| Name: | Michael Myer | ||
| Its: | Member | ||
| By: | /s/ William Myer | ||
| Name: | William Myer | ||
| Its: | Member | ||
| 100 Sweetree Street, Cherryville, N.C. | PCP Sub | ||
| Email: | |||
| By: | Pocono Coated Products, LLC | ||
| Its: | Sole Shareholder | ||
| By: | /s/ Rick Myer | ||
| Name: | Rick Myer | ||
| Its: | Member | ||
| By: | /s/ Michael Myer | ||
| Name: | Michael Myer | ||
| Its: | Member | ||
| By: | /s/ William Myer | ||
| Name: | William Myer | ||
| Its: | Member | ||
| 100 Sweetree Street, Cherryville, N.C. | ACTIVE INTELLIGENCE, LLC | ||
| Email: | |||
| By: |
/s/ Michael
Myer
(Equality Capital, Inc. |
||
| Name: | Michael Myer (Equality Capital, Inc.) | ||
| Its: | Member | ||
| By: |
/s/ William
Myer
(Pocono Coated Products, LLC) |
||
| Name: |
William Myer
(Pocono Coated Products, LLC) |
||
| Its: | Member | ||
[Signature Page to Amendment No. 1 to Asset Purchase Agreement]