United States securities and exchange commission logo
February 13, 2023
Gareth Sheridan
Chief Executive Officer
NutriBand Inc.
121 South Orange Ave., Suite 1500
Orlando, FL 32801
Re: NutriBand Inc.
Form 8-K
Filed January 5,
2023
File No. 001-40854
Dear Gareth Sheridan:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed January 5, 2023
General
1. You issued a press
release on January 5, 2023 stating that the company is one of the first
companies to dual list
on Upstream under the ticker symbol NTRB. Please disclose what
security is being
listed on Upstream (i.e., common stock or tokenized equity). Disclose
whether Upstream is a
registered exchange and in what jurisdiction, and the risks and
uncertainties with
listing on this exchange, including any restrictions on investors. In this
regard, also explain
what you mean when you state that Upstream, a MERJ Exchange
Market (merj.exchange),
is a fully regulated global stock exchange for digital securities
and NFTs.
2. It appears that the
Upstream website allows trading of tokenized equity of certain
companies and that you
are listed on Upstream. With a view toward disclosure, please
provide a materially
complete description of the tokenized shares and the process by
which shareholders
exchange their common shares for the tokenized shares, including the
Gareth Sheridan
FirstName
NutriBand LastNameGareth Sheridan
Inc.
Comapany13,
February NameNutriBand
2023 Inc.
February
Page 2 13, 2023 Page 2
FirstName LastName
entire lifecycle from the initial exchange of common shares for
tokenized shares through
the exchange back into common shares. In responding to this comment:
include the company s legal analysis as to the
characterization of the tokenized
equity, and whether it is the same class as the common shares, a
different class of
common stock, or a security-based swap.
provide a detailed explanation of how such securities are the
same as the issued and
outstanding shares of common stock already registered, as well as
how such shares
compare in regard to transferability and the role of the transfer
agent, whether on
Upstream or otherwise.
explain the role of MERJ Depository and Registry Limited and
how it interacts with
the company s U.S. transfer agent, and also address how any
"tokenized equity" is
held on Upstream through MERJ Depository and Registry Limited
(e.g., whether
through a shareholder's wallet or an omnibus wallet).
3. The press release indicates that shareholders are eligible to claim
digital NFTs. Explain
whether you are planning to offer any digital dividends to
shareholders and disclose the
process for distribution of digital dividends, including whether the
digital dividends will
be limited to those who hold the tokenized shares. Also explain how
you will inform and
communicate to shareholders in regard to any digital dividends or
gifts, with respect to the
tokenized shares.
4. With a view toward disclosure, please clarify whether there could be
discrepancies
between the trading prices of common shares on Nasdaq and the
tokenized shares on
Upstream, whether resulting from different liquidity in the markets or
otherwise.
5. With a view toward disclosure, please clarify what information is
publicly available about
the trading activity that occurs on Upstream and, in particular, what
information holders of
common shares would have about the trading on Upstream before making a
decision to
exchange their common shares for tokenized shares. In your January 5,
2023 press release,
you refer investors to the Upstream website for additional details on
the Nutriband listing,
how shareholders can deposit shares and trade on Upstream, and how to
claim the
commemorative NFT.
6. You state that Global investors can now trade by downloading
Upstream from their
preferred app store at https://upstream.exchange/, creating an account
by tapping sign up.
However, you also state that U.S. investors are not permitted to
purchase Upstream listed
securities. U.S. and Canadian citizens will only be able to trade in
securities they currently
own, that have been listed on Upstream, for liquidation purposes only.
With a view
toward disclosure, please clarify and reconcile these two statements.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Gareth Sheridan
NutriBand Inc.
February 13, 2023
Page 3
Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at
202-551-3642 with
any questions.
Sincerely,
FirstName LastNameGareth Sheridan Division of Corporation
Finance
Office of Industrial
Applications and
Comapany NameNutriBand Inc.
Services
February 13, 2023 Page 3
cc: Michael Paige, Esq.
FirstName LastName