SEC Comment Letter 0000000000-23-005730 to NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047) (NTRB)
NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047)
Date: May 31, 2023 · CIK: 0001676047 · Accession: 0000000000-23-005730
AI Filing Summary & Sentiment
File numbers found in text: 001-40854
Referenced dates: May 25, 2023
Letter
United States securities and exchange commission logo May 31, 2023 Gareth Sheridan Chief Executive Officer NutriBand Inc. 121 South Orange Ave., Suite 1500 Orlando, FL 32801 Re:NutriBand Inc. Form 8-K filed January 5, 2023 Correspondence filed May 25, 2023 File No. 001-40854 Dear Gareth Sheridan: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Correspondence filed May 25, 2023 General 1.We note your response letter dated May 25, 2023 and your intentions to delist from Upstream. Your draft disclosure states that you are terminating the dual listing on the "Seychelles Securities Exchange." However, you state in your Form 10-K for the fiscal year ended January 31, 2023 (filed on April 26, 2023) that the dual listing of your common stock is "on the MERJ Upstream exchange, domiciled in the Seychelles." Clarify and revise to reconcile the apparent inconsistency. 2.Revise to disclose the effective date of the delisting and the number of U.S. investors, if any, who have exchanged shares on Upstream. If U.S. investors have exchanged shares on Upstream, tell us whether such shares will be transferred back to the company’s transfer agent. We refer to your disclosures in the Form 10-K filed April 26, 2023 regarding Upstream and that at present, a total of 250,000 shares of your common stock have been listed on Upstream by global holders. However, we also note that the terms "global
FirstName LastNameGareth Sheridan Comapany NameNutriBand Inc. May 31, 2023 Page 2 FirstName LastName Gareth Sheridan NutriBand Inc. May 31, 2023 Page 2 stockholders" and "global holders" are not defined therein. 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. Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Michael Paige, Esq.
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United States securities and exchange commission logo
May 31, 2023
Gareth Sheridan
Chief Executive Officer
NutriBand Inc.
121 South Orange Ave., Suite 1500
Orlando, FL 32801
Re:NutriBand Inc.
Form 8-K filed January 5, 2023
Correspondence filed May 25, 2023
File No. 001-40854
Dear Gareth Sheridan:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Correspondence filed May 25, 2023
General
1.We note your response letter dated May 25, 2023 and your intentions to delist from
Upstream. Your draft disclosure states that you are terminating the dual listing on the
"Seychelles Securities Exchange." However, you state in your Form 10-K for the fiscal
year ended January 31, 2023 (filed on April 26, 2023) that the dual listing of your
common stock is "on the MERJ Upstream exchange, domiciled in the Seychelles."
Clarify and revise to reconcile the apparent inconsistency.
2.Revise to disclose the effective date of the delisting and the number of U.S. investors, if
any, who have exchanged shares on Upstream. If U.S. investors have exchanged shares on
Upstream, tell us whether such shares will be transferred back to the company’s transfer
agent. We refer to your disclosures in the Form 10-K filed April 26, 2023 regarding
Upstream and that at present, a total of 250,000 shares of your common stock have been
listed on Upstream by global holders. However, we also note that the terms "global
FirstName LastNameGareth Sheridan
Comapany NameNutriBand Inc.
May 31, 2023 Page 2
FirstName LastName
Gareth Sheridan
NutriBand Inc.
May 31, 2023
Page 2
stockholders" and "global holders" are not defined therein.
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.
Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Michael Paige, Esq.