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Correspondence 0001213900-23-043021 from NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047) (NTRB)

NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047)
Date: May 25, 2023 · CIK: 0001676047 · Accession: 0001213900-23-043021

AI Filing Summary & Sentiment

File numbers found in text: 000-55654, 333-237724

Referenced dates: February 24, 2023, March 24, 2023

Date
May 25, 2023
Author
Not clearly detected
Form
CORRESP
Company
NutriBand Inc. (NTRB, NTRBW) (CIK 0001676047)

Letter

Securities and Exchange Commission SEC Comment Letter dated March 24, 2023 Form 8-K Filed January 5, 2023 File No. 333-237724

RE: Nutriband Inc.

Dear Sir/Madam:

This letter is to supplement the comment response filed on April 6, 2023, by the Company to the Commission’s comment letter dated February 24, 2023 in this matter.

On May 24, 2023, the Company terminated the Securities Facility Services Agreement, effective January 5, 2023, by and between MERJ DEP Ltd and the Company, providing for the dual listing on the Seychelles Securities Exchange of the Company’s shares of common stock (which have traded on the Nasdaq Capital Market since October 1, 2021). The draft of the Form 8-K/A amendment to our Current Report on Form 8-K, filed January 5, 2023, is an attachment to this correspondence.

We would appreciate the Commission’s review of the draft Form 8-K/A, as promptly as possible, as this should be filed no later than Wednesday, August 31, 2023.

Yours truly,

NUTRIBAND INC.

By: /s/ Gareth Sheridan

Gareth Sheridan

Chief Executive Officer

ATTTACHMENT- Draft Form 8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):January 5, 2023

Nutriband Inc.

Nevada

000-55654

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

(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.

On May 24, 2023, the Company terminated the Securities Facility Services Agreement, entered into on January 5, 2023, by and between MERJ DEP Ltd and the Company (“Agreement”), which provided for the dual listing of the Company’s common stock (NASDAQ:NTRB) additionally on the Seychelles Securities Exchange. The dual listing on the Seychelles Securities Exchange was only available to and accessible by non-U.S. and Canadian holders of our common stock. With the termination of the dual listing of the Company’s common stock on the Seychelles Securities Exchange, our non-U.S. stockholders will not be able to take advantage of this alternative listing in the future.

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: May 25, 2023 By: /s/ Gareth Sheridan

R: Gareth Sheridan

Chief Executive Officer

Show Raw Text
CORRESP
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filename1.htm

NUTRIBAND INC.

121 South Orange Ave., Suite 1500

Orlando, Florida 32801

May 25, 2023

Securities and Exchange Commission

Washington, D.C. 20549

RE: Nutriband Inc.

SEC Comment Letter dated March 24, 2023

Form 8-K

Filed January 5, 2023

File No. 333-237724

Dear Sir/Madam:

This letter is to supplement the comment response filed
on April 6, 2023, by the Company to the Commission’s comment letter dated February 24, 2023 in this matter.

On May 24, 2023, the Company terminated the Securities
Facility Services Agreement, effective January 5, 2023, by and between MERJ DEP Ltd and the Company, providing for the dual listing on
the Seychelles Securities Exchange of the Company’s shares of common stock (which have traded on the Nasdaq Capital Market since
October 1, 2021). The draft of the Form 8-K/A amendment to our Current Report on Form 8-K, filed January 5, 2023, is an attachment to
this correspondence.

We would appreciate the Commission’s review of
the draft Form 8-K/A, as promptly as possible, as this should be filed no later than Wednesday, August 31, 2023.

    Yours truly,

    NUTRIBAND INC.

    By:
    /s/ Gareth Sheridan

    Gareth Sheridan

    Chief Executive Officer

ATTTACHMENT- Draft Form 8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):January
5, 2023

Nutriband Inc.

    Nevada

    000-55654

    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.

On May 24, 2023, the Company terminated the Securities Facility Services
Agreement, entered into on January 5, 2023, by and between MERJ DEP Ltd and the Company (“Agreement”), which provided for
the dual listing of the Company’s common stock (NASDAQ:NTRB) additionally on the Seychelles Securities Exchange. The dual listing
on the Seychelles Securities Exchange was only available to and accessible by non-U.S. and Canadian holders of our common stock. With
the termination of the dual listing of the Company’s common stock on the Seychelles Securities Exchange, our non-U.S. stockholders
will not be able to take advantage of this alternative listing in the future.

    1

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: May 25, 2023
    By:
    /s/ Gareth Sheridan

    R: Gareth Sheridan

    Chief Executive Officer

2