[8-K] Nutriband Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Form 8-K highlights

On 5 Aug 2025 Nutriband (Nasdaq: NTRB) completed a stock dividend of 3,008,643 Series A Convertible Preferred shares, issuing one preferred share for every four common shares held as of 25 Jul 2025 (fractions rounded down). The distribution is treated as an unregistered sale under Item 3.02.

Item 5.03 notes that the board, without shareholder vote, amended the Articles of Incorporation on 9 Jul 2025 to create the Series A non-voting preferred class (par $0.001). Authorised shares were first set at 2.79 m and later increased to 10 m via a Certificate of Correction filed 21 Jul 2025.

The preferred shares will convert 1-for-1 into common stock only after FDA approval of AVERSA-based transdermal products. Until conversion eligibility and SEC/Nasdaq registration are complete, the shares are restricted and held by transfer agent Equiniti. Holders may receive dividends declared on either preferred or common stock. Exhibits 3.1D and 3.1E contain the charter amendment and correction.

Positive

• Shareholder dividend grants additional economic exposure at no cash cost to investors.
• Conversion contingent on FDA approval aligns dilution with a substantial value-creating milestone.

Negative

• Potential dilution of up to 10 m shares could materially expand the float post-approval.
• Non-voting preferred structure and board-only authorization may raise governance concerns among investors.

Insights

Financial Analyst

TL;DR: Neutral—dividend adds upside but eventual dilution hinges on FDA approval.

The 3 m preferred-share dividend rewards current holders without cash outlay and ties conversion to the binary catalyst of FDA approval for AVERSA products. Authorising up to 10 m shares, however, sets the stage for material dilution—roughly equal to 28% of NTRB’s current basic share count—if conversion occurs. Because the shares are restricted and non-transferable until both regulatory and listing steps are cleared, near-term float is unaffected. Financially, no cash changes hands; the impact is valuation overhang versus optionality on a positive FDA decision. Overall market effect: neutral today, directionally dependent on regulatory outcomes.

Corporate Governance Expert

TL;DR: Board-only charter change raises dilution and voting-power questions.

The board utilised Nevada §78.315 to create and later expand a non-voting preferred class without shareholder approval. While legally permissible, this bypass may unsettle investors focused on governance transparency. Non-voting status preserves control, yet the promised 1-for-1 conversion could one day inject up to 10 m new common shares, reducing ownership percentages. Holding the shares in escrow until regulatory triggers protects against premature trading but concentrates authority in the board’s future decisions on registration and listing. Impact judged as modestly negative on governance optics, offset by alignment of conversion with product approval.

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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); August 5, 2025

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 3.02. Unregistered Sales of Equity Securities.

The Company completed a stock dividend of shares of Series A Preferred Stock to Nutriband shareholders of record on July 25, 2025 on the basis of one share of Series A Preferred Stock for each four shares of common stock held by each stockholder, with all fractional shares being rounded down. A total of 3,008,643 shares of Series A Preferred Stock were issued in this stock dividend.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 9, 2025, the Board of Directors of Nutriband Inc., a Nevada corporation (the “Company”), approved an amendment to the Articles of Incorporation of the Company to authorize a series of non-voting shares of Preferred Stock, par value $0.001 per share, titled the Series A Convertible Preferred Stock (the “Series A Preferred Stock”), by amendment of Article 3 of the Company’s Articles of Incorporation (“the Amendment”). The Amendment authorized a total of 2,788,678 shares of Series A Preferred. The Amendment was approved by the Board without shareholder action pursuant to Section 78.315 of the Nevada corporation law. The authorized number of Series A Preferred Shares was further increased by the Board of Directors pursuant to the filing on July 21, 2025, of a Certificate of Correction with the Nevada Secretary of State that increased the authorized number of shares of Series A Preferred Stock to 10,000,000.

The terms of the Series A Preferred Stock provide that following the date of the approval for commercial sale by the Federal Drug Administration of the Company’s transdermal pharmaceutical products that are based on the Company’s AVERSA^™ abuse deterrent transdermal technology (“FDA Approval”), each share of Series A Preferred Stock will be convertible at the option of the holder into one share of Common Stock. The holders of Series A Preferred Stock that have not converted their shares shall be eligible for dividends as declared by the Board of Directors for those holders of the Series A Preferred Stock, and the Series A Preferred Stock is also eligible for dividends declared by the Board of Directors on the class of common stock.

Following completion of the August 5, 2025 stock dividend of shares of Series A Preferred Stock described in Item 3.02 above in this report, The shares of Series A Preferred Stock issued in the dividend are held in accounts for the respective owners of the stock by Equinity Trust Company, LLC, the transfer agent for the Company’s common stock, as well as for the Series A Preferred Stock. The shares of Series A Preferred Stock is held by our transfer agent as restricted stock under SEC rules, and the shares held by the transfer agent are not issuable to or transferable by the recipients of the stock in the preferred stock dividend until the preferred shares are eligible for conversion to common stock, and the Company has completed registration of the shares of Series A Preferred Stock with the SEC and listed such shares for trading on Nasdaq.

Attached hereto as Exhibit 3.1D is the Certificate of Amendment of the Articles of Incorporation of the Company filed with the Nevada Secretary of State on July 14, 2025, and as Exhibit 3.1E, the Certificate of Correction, filed with the Nevada Secretary of State on July 21, 2025.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

3.1D		Amendment to Articles of Incorporation, filed July 14, 2025.
3.1E		Certificate of Correction filed July 21, 2025
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: August 7, 2025	By:	/s/ Gareth Sheridan
		R: Gareth Sheridan
		Chief Executive Officer

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FAQ

What did Nutriband (NTRB) announce in its 8-K dated Aug 5 2025?

A stock dividend of 3,008,643 Series A Preferred shares and a charter amendment authorising up to 10 m such shares.

How many Series A Preferred shares were issued and at what ratio?

Holders received one Series A Preferred share for every four common shares, totaling 3,008,643 preferred shares.

When can the Series A Preferred shares convert to NTRB common stock?

Each share converts 1-for-1 only after FDA approval of AVERSA-based products and subsequent SEC/Nasdaq registration.

Will the preferred dividend dilute existing shareholders immediately?

No. Shares are restricted and non-transferable until conversion conditions are met; dilution is potential, not immediate.

Was shareholder approval required for the new preferred class?

No. Nevada law allowed the board to amend the Articles without a shareholder vote.