Form SCHEDULE 13D/A NutriBand Inc. Filed by: Sheridan Gareth
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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NUTRIBAND INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Gareth Sheridan, CEO 121 South Orange Ave., Suite 1500 Orlando, FL, 32801 (407) 377-6695 Michael Paige Michael Paige Law, 3508 Lowell Street Washington, DC, 20037 (202) 457-1678 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/29/2021 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Gareth Sheridan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,786,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* The calculations in this Schedule of ownership percentages of the Reporting Person are based on 12,155,983 shares of common stock outstanding as of September 14, 2026. The address of the Reporting Person is c/o Nutriband Inc., 121 South Orange Ave., Suite 1500, Orlando, Florida 32801.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
NUTRIBAND INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
121 South Orange Ave., Suite 1500, Orlando,
FLORIDA
, 32801. | |
Item 1 Comment:
This statement on Schedule 13D (this "Schedule") relates to shares of the common stock, par value $0.001 per share (the "common stock"), of Nutriband Inc., a Nevada corporation (the "Issuer" or the "Company"). The principal executive offices of the Issuer are located at 121 South Orange Ave., Orlando, FL 32801. | ||
| Item 2. | Identity and Background | |
| (a) | The Reporting Person is the Chief Executive Officer of the Issuer, and is filing this Schedule to report the issuances of shares of Issuer common stock and warrants to the Reporting Person in connection with the founding of the Issuer and as compensation by the Issuer to the Reporting Person in connection with the management and operation of the Issuer. | |
| (b) | The address of the principal office of the Reporting Person is c/o. Nutriband Inc., 121 South Orange Ave., Suite 1500, Orlando, Florida 32801. | |
| (c) | The name, residence or business address, present principal occupation or employment and citizenship (or state of organization) of each director, executive officer, trustees, general partner, managing member, control person of the Issuer listed in Schedule I hereto is c/o the Issuer, the business address of which is set forth in Item (b) above. The principal business of the Issuer is medical device research and development. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | During the last five years, neither the Reporting Person nor any of the persons controlling any such Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws. | |
| (f) | U.S. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
It is expected that from time the Reporting Person will review the investments in the Issuer and may, depending on the market and other conditions: (i) purchase additional shares of common stock or equity securities of the Issuer; and (ii) sell all or a portion of the shares of common stock of the Issuer now beneficially owned or related derivatives hereafter acquired by it. Except as set forth in this Item 4, the Reporting Person has no present plans or proposals which relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person holds the common stock of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of common stock and/or retain and/or sell all or a portion of the shares of common stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the common stock held by the Reporting Person to other entities. Any actions Reporting Person might undertake will be dependent upon the Reporting Person's evaluation of numerous factors, including, among other things, the price levels of the common stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor's need for liquidity, and other future developments. From time to time the Reporting Persons may engage in discussions with the Board and/or members of the Issuer's management team concerning, including, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The Reporting Persons may individually express views to the Board and/or members of the Issuer's management team an,d/or the public through social media or other channels with respect to the Issuer's business, products and service offerings. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of August 1, 2026, the Reporting Person may be deemed to beneficially own, in the aggregate1,786,000 shares of the Issuer's common stock, which were acquired as follows:1,510,000 shares were issued to the Reporting Person as founder's stock in connection with the formation of the Company in 2016; and the Company issued options to the Reporting Person to purchase an aggregate of 276.000 shares of common stock pursuant to the Issuer's stock option plan (which was amended and restated as of March 20, 2024), in various issuances at exercise prices from $2.12 to $8.07 in the period January 21, 2021 through July 15, 2026. The Reporting Person has not exercised any of the options granted under this plan. | |
| (b) | NA | |
| (c) | On July 15, 2026, the Issuer issued three-year options exercisable at $3.2 8 per share.to purchase 25,000 shares of Common Stock to the Reporting Person, | |
| (d) | NA | |
| (e) | NA | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any person with respect to any securities of the Issuer, including but not limited to: transfer or voting of any of the securities of the Issuer or of its subsidiaries, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
NA | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
None. |