SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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).
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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 | ||
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Item 3.02. Unregistered Sales of Equity Securities.
Issuance of Stock Upon Conversion of Outstanding Note
Pursuant to a Conversion Agreement dated May 14, 2024, TII Jet Services LDA (the “Holder”) agreed to convert $300,000 of the outstanding principal and accrued interest as of May 14, 2024, of the Creditline Promissory Note of the Company held by Holder ( as amended and restated as of July 13, 2023, the “Note”), into 76,230 shares of Common Stock, par value $0.001 per share, of the Company at a price of $4.00 per share, as set forth in below table.
The Current Report on Form 8-K filed by the Company with the SEC on May 21, 2024, omitted the description of the common stock purchase warrants (the “Warrants”), expiring May 14, 2029 and exercisable at $6.43 per share, to purchase 152,460 shares of common stock, issued to the Holder in connection with the conversion of $300,000 of outstanding principal of and accrued interest on the Note. The amended Conversion Agreement, dated May 22, 2024, is attached as Exhibit 10.34 to this Current Report.
| Date | Title and Amount (1) | Purchaser | Principal Underwriter | Total Offering Price/ Underwriting Discounts | ||||
| December 27, 2023 | 76,230 shares of common stock issued upon conversion of $300,000 of the outstanding principal amount of the convertible Note of the Company held by TII Jet Services LDA; as a part of the conversion in addition to the conversion shares, five-year Warrants to purchase 152,460 shares of Common Stock, at an exercise price of $6.43 per share were issued to the Holder. | TII Jet Services LDA | NA | $4 per share/NA |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit Number | Description | |
| 10.34 | Amendment to Note Conversion Agreement dated May 22, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 THEREUNTO DULY AUTHORIZED.
| NUTRIBAND, INC. | ||
| Date: June 3, 2024 | By: | /s/ Gareth Sheridan |
| R: Gareth Sheridan | ||
| Chief Executive Officer | ||
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