0001213900-19-011540.txt : 20190626 0001213900-19-011540.hdr.sgml : 20190626 20190626172104 ACCESSION NUMBER: 0001213900-19-011540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190625 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20190626 DATE AS OF CHANGE: 20190626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NutriBand Inc. CENTRAL INDEX KEY: 0001676047 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 811118176 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55644 FILM NUMBER: 19922412 BUSINESS ADDRESS: STREET 1: 121 S. ORANGE AVE. STREET 2: SUITE 1500 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 407 377-6695 MAIL ADDRESS: STREET 1: 121 S. ORANGE AVE. STREET 2: SUITE 1500 CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: Nutriband Inc. DATE OF NAME CHANGE: 20160601 8-K 1 f8k062419_nutribandinc.htm CURRENT REPORT

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): June 25, 2019

Nutriband Inc.

Nevada

000-55654

81-1118176

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

121 South Orange Ave., Suite 1500, Orlando, FL		32801
(Address of Principal Executive Offices)		(Zip Code)

(407) 377-6695

Registrant’s Telephone Number, Including Area Code

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))

Securities registered pursuant to Section 12(b) of the Act: None

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. ☒

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 25, 2019, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada which (i) effected a one-for-four reverse split and (ii) reduced the number of authorized shares of common stock, par value $0.001 per share, from 100,000,000 shares to 25,000,000 shares. The reverse split and change in authorized common stock was approved by the board of directors on June 21, 2019. Pursuant to Section 78.209 of the Nevada Revised Statutes, stockholder approval is not required. The reverse split will become effective in the marketplace upon receipt of approval by FINRA.

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: June 26, 2019	By:	/s/ Gareth Sheridan
		R: Gareth Sheridan
		Chief Executive Officer