NutriBand Inc.

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); July 14 2025

Nutriband Inc.

(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):

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:

On July 9, 2025, the Board of Directors of Nutriband Inc., a Nevada corporation (the “Company”), approved an amendment to the Articles of Incorporation of the Company to authorize a series of non-voting shares of Preferred Stock, par value $0.001 per share, titled the Series A Convertible Preferred Stock (the “Series A Preferred Stock”), by amendment of Article 3 of the Company’s Articles of Incorporation (“the Amendment”). The Amendment authorized a total of 2,788,678 shares of Series A Preferred. The Amendment was approved by the Board without shareholder action pursuant to Section 78.315 of the Nevada corporation law.

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. The record date for the dividend is July 25, 2025,

Following 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.

Attached hereto as Exhibit 3.1D is the Certificate of Amendment of the Articles of Incorporation of the Company filed with the Nevada Secretary of State on July 14, 2025 .

(d) Exhibits

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

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.