8-K

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)

December 9, 2022

Nutriband, Inc.

(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):

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:

Item 3.02. Unregistered Sales of Equity Securities.

The stock options issued to members of management and directors of the Company set forth below in Item 5.02 of this Current Report on Form 8-K will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements therefor provided by Section 4(a)(2) of the Securities Act. The information set forth in Item 5.02 is incorporated by reference in this Item 3.02.

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

Issuance of Stock Options to Directors and Management

On December 9, 2022, the newly-elected Board of Directors approved the following option grants and the issuance of Option Award Agreements with respect thereto to officers and directors as set forth in the table below.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2022 Annual Meeting of Stockholders was held on December 9, 2022, in Orlando, Florida. At the meeting two proposals were on the agenda for approval by the Company’s stockholders: election of six directors and ratification of the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent audit firm for fiscal 2022. The results of the stockholder votes on each of these proposals is set forth below.

Proposal One – Election of Directors

Proposal 1

Proposal One. At the 2021 Annual Meeting, the stockholders elected the six candidates nominated by the Company’s Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected.

The table below presents the results of the election:

Proposal Two – Ratification of Selection of IndependentPublic Registered Accounting Firm

The stockholders ratified the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022. The results of such vote were:

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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.

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