Current Report Filing (8-k)
October 10 2017 - 6:09AM
Edgar (US Regulatory)
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) October 5, 2017
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Nevada
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000-55654
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81-1118176
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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309
Celtic Ct., Oviedo Florida
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32765
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code
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(Former
name or former address, if changed since last report)
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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):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
1.01. Entry into a Material Definitive Agreement
The
Company has entered into an acquisition agreement to acquire 100% stake in Edgemark Innovation Inc., a California State registered
company, in exchange for 1,000,000 Nutriband Inc. common shares.
FOR
THE FULL TERMS OF THE AGREEMENT, PLEASE REFER TO THE COPY THEREOF FILED AS EXHIBIT 99.2 TO THIS REPORT.
The
company issued a Press Release on October 5, 2017.
Item
5.02. Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements
of certain officers
The
Company, Nutriband Inc. has appointed Steve Lee as the President of Nutriband Asia and to the Board of Directors. Mr Lee has over
15 years experience in management with a particular focus on Asian markets, specifically Korea, Taiwan, Philippines, China and
Indonesia. Mr. Lee served as CEO of Edgemark Innovation for the last ten years and more recently developed the brand of
essential oils called puRA. Mr. Lee is fluent in both English and Korean.
Item
8.01 Other Events.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
Throughout
this report, we make statements that may be deemed "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, that address activities, events, outcomes and other matters that Chancellor plans,
expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions)
will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's
current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary statements in this report.
Any
forward-looking statements that we may make are based on our current expectations and beliefs concerning future developments and
their potential effects on us. There can be no assurance that future developments affecting us will be those anticipated by us.
Any forward-looking statements are subject to the risks and uncertainties that could cause actual results of operations, financial
condition, cost reductions, acquisitions, dispositions, financing transactions, operations, expansion, consolidation and other
events to differ materially from those expressed or implied in such forward-looking statements. We undertake no obligation to
publicly update or revise any forward-looking statements. As a result, the reader is cautioned not to rely on these forward-looking
statements. Due to known and unknown risks, the company’s actual results may differ materially from its expectations or
projections.
While
most risks affect only future costs or revenues anticipated by the company, some risks may relate to accruals that have already
been reflected in results of operations. The company’s failure to receive payments of accrued amounts or if liabilities
are incurred in excess of amounts previously recognized, a charge against future earnings could result. In addition, any forward-looking
statements should be considered in context with various disclosures made by us about our business including, without limitation,
the risk factors more particularly described below in “Risk Factors.”
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
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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Nutriband, INC.
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Date:
October 9, 2017
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By:
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/s/
Gareth Sheridan
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R:
Gareth Sheridan
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Chief
Executive Officer
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