SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On April 5, 2018, the Company entered into an acquisition agreement to acquire a 100% interest in 4P Therapeutics Inc. in exchange for $400,000 and 250,000 shares of common stock of the Company. The shares were issued in July 2018 and payment made in August 2018 to complete the acquisition. 4P Therapeutics Inc. will become the pharmaceutical and development arm of Nutriband with specific focus on Transdermal and Topical Technologies, prescription drugs and clinical development. On June 13, 2018, the Company signed a letter of intent to acquire 100% of Carmel Biosciences, a pharmaceutical company that addresses critical needs in new drug and liquid reformulation for cardiovascular and metabolic therapies. The Company plans to complete the acquisition, valued at approximately $3.3 million, through payment of the issuance of 450,000 shares of the Company’s common stock. In December 2007, Carmel Biosciences received FDA approval for PREXXARTAN, the first and only approved oral liquid dosage form of the angiotensin receptor block (ARB) valsartan in the United States. The Company is still reviewing and conducting its due diligence on the acquisition and there is no current estimated time of completion. The Company’s Board of Directors voted on July 27, 2018 to rescind the May 22, 2017 Share Exchange Agreement between Nutriband Inc. and Advanced Health Brands, Inc. due to Advanced Health Brands, Inc.’s failure to deliver consideration in exchange for shares in Nutriband. We engaged counsel to obtain a legal judgment to recover the stock, to rescind the transaction, or to otherwise cancel the stock we issued in the transaction. On July 27, 2018, our counsel filed in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, a Verified Complaint against Advanced Health Brands, Inc., Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy, Laura Fillman and John Baker, together with a Motion for Temporary Injunction Without Notice and a Motion for Prejudgment Writ of Replevin. On August 2, 2018, the court entered a Temporary Injunction Without Notice and an Order to Show Cause against Defendants. Defendants Kalmar, Murphy, Polly-Murphy, and Baker have filed a Motion to Dismiss Nutriband’s Verified Complaint, Motion to Dissolve Temporary Injunction Without Notice and Response to Order to Show Cause, and Motion to Compel Arbitration. The parties presented oral arguments to the Court concerning their respective motions and pleadings on August 22, 2018 and again on August 24, 2018, but the Court has yet to rule on any motion or issue presented. On August 22, 2018, Kalmar, Murphy, Polly-Murphy, and Baker filed a Complaint against Nutriband in the Franklin County, Ohio Court of Common Pleas seeking a declaratory judgment permitting them to sell their Nutriband shares. We are actively working on engaging Ohio counsel to defend against this lawsuit. The parties are currently scheduled to continue their respective oral arguments before the Florida court on December 7, 2018. On August 10, 2018, the Company received a Wells notice from the Enforcement Division staff of the U.S. Securities and Exchange Commission, Miami Regional Office. The Enforcement Division staff is conducting an investigation into the Company’s disclosures about the FDA requirements for its transdermal patch products made in the Company’s Form 10 Registration Statement and amendments (filed June 2, 2016) and Form 10-K Report (filed May 8, 2017). In the Wells notice, the enforcement division staff informed the Company that it intended to recommend that the Commission authorize a civil injunctive action alleging that the Company, its CEO, and CFO (“Officers”) violated certain provisions of the federal securities laws, including Sections 10(b) and 13(a) of the Securities Exchange Act of 1934, with respect to the Company’s FDA disclosures in its public filings. On September 7, 2018, the Company and Officers filed a Wells Submission with the Enforcement Division staff explaining why they did not violate the federal securities laws and why the Commission should not file a civil injunctive action and not seek civil monetary penalties and other forms of equitable relief. The Enforcement Division staff is reviewing the Wells Submission at this time. It is the Company’s belief that the statutory and rules violations alleged by the Commission’s Enforcement Division staff in the Wells notice are without merit. |