8-K

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM8-K

CURRENTREPORT

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

NutribandInc.

(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:

Item1.01. 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.

Item9.01. 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.

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:

(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.

[Signature Page to Amendment No. 1 to Asset Purchase Agreement]