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); ~~April~~July 4,14 2025

Nutriband Inc.

Nevada		~~001~~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 7 5.~~01.~~03 ~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~April~~July 49, 2025, ~~Nutriband~~the Board of Directors of Nutriband Inc., ~~announced~~a ~~that~~Nevada itcorporation ~~has~~(the ~~signed~~“Company”), approved an ~~Associate~~amendment to the Articles of Incorporation of the Company to authorize ~~Partnership~~a ~~agreement~~series ~~with~~of ~~Charlotte~~non-voting FCshares of Preferred Stock, par value $0.001 ~~The~~per ~~Company~~share, ~~intends~~titled tothe ~~use~~Series A Convertible Preferred Stock (the ~~Associate~~“Series A ~~Partnership~~Preferred toStock”), ~~build~~by ~~visibility~~amendment ~~for~~of ~~its~~Article ~~brands~~3 ~~such~~of the Company’s Articles of Incorporation (“the Amendment”). The asAmendment AIauthorized ~~Tape~~a ~~which~~total isof ~~manufactured~~2,788,678 ~~locally~~shares inof Series A Preferred. The Amendment was approved by the ~~Charlotte~~Board ~~area~~without shareholder action pursuant to Section 78.315 of the Nevada corporation law.

~~Item~~The Board of Directors of the Company authorized on July 9, 2025 a preferred stock dividend to be issued by the Company to all shareholders, on the basis of one share of Series A Preferred stock issued for each four shares of common stock owned by the holder.01 ~~Financial~~The ~~Statements~~record ~~and~~date ~~Exhibits~~for the dividend is July 25, 2025,

~~(d)~~Following ~~Exhibits~~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, 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 do not convert their shares shall be eligible for dividends as declared by the Board of Directors for those holders of the Series A Preferred, and the Series A Preferred is also eligible for dividends declared by the Board of Directors on the class of common stock.

~~The~~Attached ~~following~~hereto ~~exhibits~~as ~~are~~Exhibit 3.1D ~~being~~is ~~filed~~the Certificate of Amendment of the Articles of Incorporation of the Company filed with ~~this~~the ~~Current~~Nevada ~~Report~~Secretary of State on ~~Form 8-K:~~ July 14, 2025 .

99.1		Press Release issued April 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Financial Statements and Exhibits

1(d) Exhibits

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

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.

3.1D		Amendment to Articles of Incorporation, filed July 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	NUTRIBAND, INC.
Date: April 9, 2025	By:	/s/ Gareth Sheridan
		R: Gareth Sheridan
		Chief Executive Officer

2SIGNATURES

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: July 15, 2025	By:	/s/ Gareth Sheridan
		R: Gareth Sheridan
		Chief Executive Officer

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