EXHIBIT 3.1C
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 4, 2022
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 | ||
| Common Stock | NTRB | The Nasdaq Stock Market LLC | ||
| Warrants | NTRBW | The Nasdaq Stock Market LLC |
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
Forward Split of our Common Stock.
On July 26, 2022 our Board of Directors approved the amendment to our Articles of Incorporation to effect a 7 for 6 forward stock split (the “Stock Split”) of our outstanding common stock We filed the amendment set forth in a Certificate of Change with the Secretary of State of Nevada on August 4, 2022. The 7:6 forward split will be effective for trading purposes on the Nasdaq Capital Market on August 12, 2022. Each shareholder of record as of the August 15, 2022 record date will receive one (1) additional share of common stock for each six (6) shares held as of the record date. No fractional shares of common stock will be issued in connection with the Stock Split. Instead, all shares will be rounded up to the next whole share. In connection with the Stock Split, which did not require shareholder approval under the Nevada corporation law, the number of authorized shares of common stock of the Company was increased in the same ratio as the shares of outstanding common stock were increased in the Stock Split, from 250,000,000 authorized shares to 291, 666,666 authorized shares.
Item 7.01. Regulation FD Disclosure.
See Press Release attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
| 3.1C | Certificate of Change, filed with the Nevada Secretary of State on August 4, 2022. | |
| 99.1 | Nutriband Press Release dated August 10, 2022. | |
| 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.
| NUTRIBAND INC. | ||
| Date: August 10, 2022 | By: | /s/ Gareth Sheridan |
| R: Gareth Sheridan | ||
| Chief Executive Officer | ||
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EXHIBIT 3.1C
EXHIBIT 99.1
Nutriband Inc. Details of Seven-for-Six Forward Stock Split.
ORLANDO, Fla., August 10, 2022 – Nutriband Inc. (NASDAQ: NTRB) (NASDAQ:NTRBW) (“Nutriband” or the “Company”) announced on July 27, 2022 that its Board of Directors had approved and declared a 7:6 forward split of its common stock with a record date of Monday, August 15, 2022 (the “Stock Split”). Each shareholder of record as of the record date will receive one (1) additional share of common stock for each six (6) shares held as of the record date.. No fractional shares of common stock will be issued in connection with the Stock Split. Instead, all fractional shares will be rounded up to the next whole share. The payment date for the Stock Split will be August 25, 2022, and the Company’s common stock is expected to begin trading on a split-adjusted basis at the opening of the market on Friday, August 12, 2022, the ex-dividend date for the common stock.
The Company currently has a total of 6,684,673 shares of common stock issued and outstanding. Following the proposed Stock Split, the Company will have a total of approximately 7,798,785 shares of common stock issued and outstanding. The par value of the common stock will not be affected by the Stock Split. Each stockholder of the Company will hold the same percentage of common stock outstanding immediately following the Stock Split as such stockholder held immediately prior to the Stock Split.
The Company anticipates that the Stock Split will increase liquidity in the trading of the Company’s common stock and will make its shares more accessible to investors.
The Stock Split was approved by the Company’s Board of Directors on July 15, 2022. In connection with the Stock Split, which did not require shareholder approval under the Nevada corporation law, the number of authorized shares of common stock of the Company was increased in the same ratio as the shares of outstanding common stock were increased in the Stock Split, from 250,000,000 authorized shares to 291, 666,666 authorized shares. The Stock Split was effected by the filing of the Certificate of Change, effective August 15, 2022, with the Nevada Secretary of State which authorized the Stock Split and provided for the increase in the Company’s authorized common stock in the same ratio as the Stock Split. No other stockholder approval is required or necessary.
‘Our core goal is to continue to create value for our shareholders following a string of key milestones for the Company in recent months’ said Gareth Sheridan, CEO.
About Nutriband Inc.
We are primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Our lead product under development is an abuse deterrent fentanyl patch incorporating our AVERSA ® technology. Aversa is an abuse deterrent transdermal technology that incorporates aversive agents to prevent the abuse, diversion, misuse and accidental exposure of drugs with abuse potential, specifically opioids.
The Company’s website is www.nutriband.com. Any material contained in or derived from the Company’s websites or any other website is not part of this press release.
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. The Company’s actual results may differ materially from those anticipated in its forward-looking statements as a result of a number of factors, including those including the Company’s ability to develop its proposed abuse deterrent fentanyl transdermal system and other proposed products, its ability to obtain patent protection for its abuse technology, its ability to obtain the necessary financing to develop products and conduct the necessary clinical testing, its ability to obtain Federal Food and Drug Administration approval to market any product it may develop in the United States and to obtain any other regulatory approval necessary to market any product in other countries, including countries in Europe, its ability to market any product it may develop, its ability to create, sustain, manage or forecast its growth; its ability to attract and retain key personnel; changes in the Company’s business strategy or development plans; competition; business disruptions; adverse publicity and international, national and local general economic and market conditions and risks generally associated with an undercapitalized developing company, as well as the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form S-1, Form 10-K for the year ended January 31, 2022 and Forms 10-Q, and the Company’s other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.
For more information, contact:
Investor Relations
RedChip Companies
Dave Gentry
Dave@redchip.com
1-800-RED-CHIP (733-2447)
407-491-4498