SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On April 19, 2024, the Company completed an $8,400,000 equity financing with European investors (the “Offering”) of 2,100,000 units (“Units”), at a price of $4.00 per Unit, each Unit consisting of one share of common stock (“Shares”) and a Warrant to purchase two Shares of common stock (the “Warrants”). The Warrants have an exercise price of $6.43, are exercisable by payment of the exercise price in cash only and expire April 19, 2029, five years from the date of issuance (“Warrants”). The Offering was made solely to investors resident outside the United States and was not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the exemptions from registration provided in the SEC’s Regulation S and other exemptions under the Securities Act.
The form of subscription agreement entered into with the investors in the Offering and the form of Warrant issued in the financing are filed as Exhibits with this Current Report. The foregoing descriptions of the terms of the Subscription Agreement or of the Warrant are not complete descriptions of these documents and are qualified in their entirety by the full text of each of such agreement, which are attached as Exhibits 10.32 and Exhibit 4.19, respectively, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
| 4.19 | Form of Common Stock Purchase Warrant issued in April 19, 2024 Equity Financing | |
| 10.32 | Form of Subscription Agreement for April 19, 2024 Equity Financing | |
| 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: April 23, 2024 | By: | /s/ Gareth Sheridan |
| R: Gareth Sheridan | ||
| Chief Executive Officer | ||
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