Nutriband (NTRB) ends Pocono Pharmaceuticals sale after buyer misses payments

Rhea-AI Filing Summary

Nutriband Inc. reported that its Board of Directors approved the immediate termination of the agreement to sell its subsidiary, Pocono Pharmaceuticals, Inc., to Earth Vision Bio Inc. The decision was made on February 13, 2026 after the buyer failed to pay required late fees.

The buyer had not closed by the December 31, 2025 contractual closing date and was obligated to pay late fees under the purchase agreement. Nutriband states it received $30,000 in late fees but has not received any further payments since January 21, 2026, prompting the termination.

Insights

Equity analyst – corporate actions

Nutriband terminated a planned subsidiary sale after the buyer missed payments.

Nutriband Inc. ended its agreement to sell Pocono Pharmaceuticals, Inc. to Earth Vision Bio Inc. after the buyer failed to pay required late fees associated with missing the December 31, 2025 closing date. The company confirms receiving $30,000 in late fees before payments stopped on January 21, 2026.

This keeps Pocono Pharmaceuticals within Nutriband’s corporate structure rather than transferring it as previously planned. The report does not quantify the original sale value, so the financial effect of retaining the subsidiary versus selling it is not detailed in this disclosure.

Future company filings may clarify whether Nutriband seeks a new buyer for Pocono Pharmaceuticals or adjusts its strategy for the subsidiary following this terminated transaction.

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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); February 13, 2026

Nutriband Inc.

Nevada		000-40854		81-1118176
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(407) 377-6695

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NTRB		The Nasdaq Stock Market LLC
Warrants		NTRBW		The Nasdaq Stock Market LLC

Item 7.01. Regulation FD Disclosure.

Our Board of Directors at a meeting held today approved the termination immediately of the Company’s agreement for the sale of our subsidiary, Pocono Pharmaceuticals, Inc., to Earth Vision Bio Inc., due to the purchaser’s failure to pay applicable late fees under the purchase agreement for their not closing on the December 31, 2025 closing date under the purchase agreement. We had received $30,000 in late fees, but have not received any further payments since January 21, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed with this Current Report on Form 8-K:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

	NUTRIBAND, INC.
Date: February 13, 2025	By:	/s/ Gareth Sheridan
		By:	Gareth Sheridan
		Chief Executive Officer

2

FAQ

What corporate action did Nutriband (NTRB) disclose regarding Pocono Pharmaceuticals?

Nutriband disclosed that its Board of Directors terminated the agreement to sell its subsidiary, Pocono Pharmaceuticals, Inc., to Earth Vision Bio Inc. The decision followed the buyer’s failure to pay required late fees after missing the December 31, 2025 contractual closing date under the purchase agreement.

Why did Nutriband (NTRB) terminate the sale of Pocono Pharmaceuticals to Earth Vision Bio?

The sale was terminated because Earth Vision Bio Inc. failed to pay applicable late fees owed under the purchase agreement. These fees arose after the buyer did not close the transaction by December 31, 2025, as required in the contract terms for the subsidiary sale.

How much in late fees did Nutriband (NTRB) receive before ending the Pocono Pharmaceuticals sale?

Nutriband reports receiving $30,000 in late fees from Earth Vision Bio Inc. under the purchase agreement. The company further states it has not received any additional payments since January 21, 2026, which contributed to the Board’s decision to terminate the agreement.

When did Nutriband’s Board decide to terminate the Pocono Pharmaceuticals sale agreement?

Nutriband’s Board of Directors approved the immediate termination of the sale agreement at a meeting held on February 13, 2026. This action formally ended the planned sale of Pocono Pharmaceuticals, Inc. to Earth Vision Bio Inc. after the buyer’s payment defaults on late fees.

What deadline did Earth Vision Bio miss in the Nutriband (NTRB) purchase agreement?

Earth Vision Bio Inc. failed to close the acquisition of Pocono Pharmaceuticals, Inc. by the contractual closing date of December 31, 2025. Missing this deadline triggered late fees under the purchase agreement, which the buyer did not fully pay according to Nutriband’s disclosure.

Does Nutriband (NTRB) still own Pocono Pharmaceuticals after terminating the sale?

Yes. By terminating the agreement to sell Pocono Pharmaceuticals, Inc. to Earth Vision Bio Inc., Nutriband indicates that the subsidiary remains under its ownership. The disclosure does not describe any replacement buyer or alternative transaction for the subsidiary.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.4 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.5 KB