Current Report Filing (8-k)
November 21 2018 - 3:12PM
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): November 19, 2018
Nutriband Inc.
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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121 South Orange Ave., Suite 1500, Orlando, FL
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32801
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(Address of Principal Executive Offices)
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(Zip Code)
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(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.
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.
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NUTRIBAND, INC.
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Date: November 20, 2018
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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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