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SEC Comment Letter for NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047) (NTRB) — May 14, 2020

NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047)
Date: May 14, 2020 · CIK: 0001676047 · Accession: 0000000000-20-004277

AI Filing Summary & Sentiment

File numbers found in text: 333-237724

Date
May 13, 2020
Author
Not clearly detected
Form
UPLOAD
Company
NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047)

Letter

United States securities and exchange commission logo May 13, 2020 Gareth Sheridan Chief Executive Officer NutriBand Inc. 121 South Orange Ave., Suite 1500 Orlando, Florida 32801 Re:NutriBand Inc. Registration Statement on Form S-1 Filed April 16, 2020 File No. 333-237724 Dear Mr. Sheridan: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 Cover Page 1.With reference to your risk factor disclosure on page 8, please revise the prospectus cover page and the Summary section to highlight that you have suspended your product development operations due to lack of cash and financing. Our Business, page 1 2.We note your disclosure that the initial term of your agreement with Best Choice was extended until April 30, 2020 and that as of the date of your disclosure, the minimum purchases for the current contract year had not been met, and the agreement is renewable only if certain minimum purchases are met. Please update your disclosure to indicate the current status of the agreement with Best Choice.

FirstName LastNameGareth Sheridan Comapany NameNutriBand Inc. May 13, 2020 Page 2 FirstName LastName Gareth Sheridan NutriBand Inc. May 13, 2020 Page 2 The Offering, page 6 3.Please revise this section to include the shares underlying the warrants that may be sold by the selling stockholders. Employment Agreements, page 46 4.Please file the employment agreements with Messrs. Sheridan, Melnik and Gallagher and Dr. Patrick as exhibits to your registration statement. Signatures, page II-8 5.Please revise to include a signed signature block for the registrant. Please also revise your signature page to provide the signatures of the officers and directors as required by Form S-1. We note that you have indicated that some of those signatures have been signed by the attorney-in-fact but no power of attorney has been included in your registration statement at this time. Please include these signatures within the body of the registration statement. To the extent you use a power of attorney for future signatures, the power of attorney should be included in your registration statement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Gary Newberry at (202) 551-3761 or Lynn Dicker at (202) 551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Michael Paige, Esq.

Show Raw Text
United States securities and exchange commission logo
May 13, 2020
Gareth Sheridan
Chief Executive Officer
NutriBand Inc.
121 South Orange Ave., Suite 1500
Orlando, Florida 32801
Re:NutriBand Inc.
Registration Statement on Form S-1
Filed April 16, 2020
File No. 333-237724
Dear Mr. Sheridan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.With reference to your risk factor disclosure on page 8, please revise the prospectus cover
page and the Summary section to highlight that you have suspended your product
development operations due to lack of cash and financing.
Our Business, page 1
2.We note your disclosure that the initial term of your agreement with Best Choice was
extended until April 30, 2020 and that as of the date of your disclosure, the minimum
purchases for the current contract year had not been met, and the agreement is renewable
only if certain minimum purchases are met.  Please update your disclosure to indicate the
current status of the agreement with Best Choice.

 FirstName LastNameGareth Sheridan
 Comapany NameNutriBand Inc.
 May 13, 2020 Page 2
 FirstName LastName
Gareth Sheridan
NutriBand Inc.
May 13, 2020
Page 2
The Offering, page 6
3.Please revise this section to include the shares underlying the warrants that may be sold by
the selling stockholders.
Employment Agreements, page 46
4.Please file the employment agreements with Messrs. Sheridan, Melnik and Gallagher and
Dr. Patrick as exhibits to your registration statement.
Signatures, page II-8
5.Please revise to include a signed signature block for the registrant.  Please also revise your
signature page to provide the signatures of the officers and directors as required by Form
S-1.  We note that you have indicated that some of those signatures have been signed by
the attorney-in-fact but no power of attorney has been included in your registration
statement at this time.  Please include these signatures within the body of the registration
statement.  To the extent you use a power of attorney for future signatures, the power of
attorney should be included in your registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Gary Newberry at (202) 551-3761 or Lynn Dicker at (202) 551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Paige, Esq.