8-K
NutriBand Inc. (NTRB)
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
16, 2022
NutribandInc.
| Nevada | 000-55654 | 81-1118176 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 121 S. Orange Ave. Suite 1500<br><br> <br>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 3.02. Unregistered Sales of Equity Securities.
The disclosures set forth below in Item 5.02 of this Current Report on Form 8-K with respect to stock options issued to directors and officers of the Company is incorporated by reference in this Item 3.02.
Item 5.02. Departure of directors or certain officers; election of directors;appointment of certain officers; compensatory arrangements of certain officers.
Issuance of Stock Options to Directors and Management
On August 16, 2022, the Board of Directors ratified and authorized the issuance the issuance of Option Award Agreements with respect option grants approved August 1, 2022 by the Compensation Committee, to officers and directors as set forth in the table below.
| Name | No. of Shares* | Per Share Exercise Price (Fair value at August 1, 2022 approval date by Compensation Committee)* | Consideration | ||
|---|---|---|---|---|---|
| Gareth Sheridan, CEO | 29,167 | $4.50 | Services rendered in fiscal 2023 | ||
| Serguei Melnik, Chairman and President | 29,167 | $4.50 | Services rendered in fiscal 2023 | ||
| Gerald Goodman, Chief Financial Officer | 23,333 | $4.09 | Services rendered in fiscal 2023 | ||
| Alan Smith, Chief Operating Officer | 11,667 | $4.09 | Services rendered in fiscal 2023 | ||
| Jeff Patrick, Chief Scientific Officer | 23,337 | $4.09 | Services rendered in fiscal 2023 | ||
| Patrick Ryan, Chief Technical Officer | 11,667 | $4.09 | Services rendered in fiscal 2023 | ||
| Dianna Mather | 8,750 | $4.09 | Services rendered in fiscal 2023 | ||
| · As adjusted for 7-for-6 forward split of the common stock, effective August 12, 2022. | |||||
| --- |
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 19, 2022 | By: | /s/ Gareth Sheridan |
| R: Gareth Sheridan | ||
| Chief Executive Officer |