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): November 19, 2018

  

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))

 

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 1.02. Termination of a Material Definitive Agreement

 

On November 19, 2018, the Company and Carmel Biosciences, Inc. terminated their agreement dated September 21, 2018 pursuant to which the Company was to acquire Carmel Biosciences.  The termination resulted principally from concerns about the uncertainties and risks involving the drug valsartan and the potential presence of possible carcinogens from the manufacturing process from various manufacturers. The presence of these impurities have recently led to recalls of valsartan and other similar compounds in the angiotensin II receptor blockers (ARB) class by the FDA in the United States and by the European Medicines Agency in Europe. The agreement was terminated without any obligation of either party to the other party.

 

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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 hereunto duly authorized.

 

  NUTRIBAND, INC.
   
Date: November 20, 2018 /s/ Gareth Sheridan
  R: Gareth Sheridan
  Chief Executive Officer

 

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