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Form 8-K

sec.gov

8-K — NutriBand Inc.

Accession: 0001213900-26-070378

Filed: 2026-06-22

Period: 2026-06-01

CIK: 0001676047

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0295410-8k_nutriband.htm (Primary)

EX-10.30B — AMENDMENT DATED JULY 1, 2026 TO CREDITLINE PROMISSORY NOTE DATED JULY 13, 2023 (ea029541001ex10-30b.htm)

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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):

June 1, 2026

Nutriband Inc.

Nevada

000-55654

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 1.01. Entry into a Material

Definitive Agreement.

The Company on June 1, 2026 entered into an amended three-year $5,000,000

credit line facility (replacing the $5,000,000 facility (that we had entered into on March 19, 2023, and scheduled to expire July 13,

2026), drawdowns under which bear interest at the rate of 7% per annum. The credit line does not permit conversion by the lender of amounts

outstanding under the line into common stock. The credit line provides the Company with financing, through the FDA approval process and

into commercial scale manufacturing, for the Company’s patented lead product, AVERSA™ Fentanyl, an abuse-deterrent fentanyl

transdermal system.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on

Form 8-K:

10.30B

Amendment dated July 1, 2026 to Creditline Promissory Note dated July 13, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.

NUTRIBAND INC.

Date: June 22, 2026

By:

/s/ Gareth Sheridan

R: Gareth Sheridan

Chief Executive Officer

2

EX-10.30B — AMENDMENT DATED JULY 1, 2026 TO CREDITLINE PROMISSORY NOTE DATED JULY 13, 2023

EX-10.30B

Filename: ea029541001ex10-30b.htm · Sequence: 2

Exhibit 10.30b

CREDITLINE PROMISSORY NOTE

(Amended and Restated as of June 1, 2026)

Dated: June 1, 2026

FOR VALUE RECEIVED, on June 1, 2026, the undersigned Nutriband

Inc., 121 South Orange Street, Suite 1500, Orlando, Florida 32801(” Borrower”), promises to pay to the order of TII

JET SERVICES,LDA, or order (“Lender”), with offices at Rua das Ladeiras 5, Porto Santo, 9400-131 Portugal, the principal

sum of Five Million Dollars ($5,000,000), or so much thereof as is advanced hereunder (“Advances”), with interest at the rate

of Seven (7%) Percent per annum. Borrower shall make payments of interest accrued on the outstanding amount of this credit line note (the

“Note” or this “Credit Line”) as of each calendar year end during the term of the Credit Line, commencing with

June 1, 2026. Such payments of accrued interest shall be paid within 30 days of the respective December 31 accrual amount determination

date and shall be accompanied by a Compliance Certificate, properly completed and executed by the Borrower, indicating that the Borrower

is in compliance with all covenants set forth herein as of the date hereof.

Amounts borrowed hereunder may be repaid and reborrowed.

Borrower may at any time prepay amounts borrowed hereunder without penalty or premium. All sums owing under this Note are payable in lawful

money of the United States of America.

All proceeds received by the Company under this

Line of Credit are to be used for commercialisation of the final product which will come towards the time leading up to FDA submission

for approval and manufacturing by Kindeva Drug Delivery.  The proceeds will be primarily applied to up-front manufacturing costs

with Kindeva.  No Line of Credit Advances can be drawn down until the Company has commenced work with Kindeva directly related to

the filing the NDA (New Drug Application) with the FDA, and the proceeds of such Advances shall be used exclusively for such work with

Kindeva.

Advances by the Lender and prepayments by Borrower shall be recorded

on the schedule hereto.

1. Maturity Date.

The entire principal balance of this Note and accrued interest thereon

shall be due and payable on July 1, 2029, (“maturity date”), unless otherwise prepaid in accordance with the terms of this Note.

2. Attorneys’ Fees and Costs.

If Lender engages any attorney to enforce or construe any provision

of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all

reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of

interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

3. Waivers.

(a) Borrower and all endorsers, sureties, and guarantors jointly and

severally waive presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest, notice of protest of this

Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note.

They agree that each shall have unconditional liability without regard to the liability of any other party and that they shall not be

affected in any manner by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender.

(b) Borrower and all endorsers, sureties, and guarantors consent to

any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other

provisions of this Note, and to the release of any collateral or any part thereof, with or without substitution, and they agree that additional

borrowers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder,

(c) Lender shall not be considered by any act of omission or commission

to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Lender, and then only to the extent

specifically set forth in writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or

remedy to a subsequent event.

4. Events of Default.

As used herein, the term “Event of Default” shall mean

and include each or all of the following events:

(a) the Borrower shall fail to pay, when due, any amounts required

to be paid under any of the Note or any other indebtedness of the Borrower to the Lender or any third party, or any other such indebtedness

now existing or hereafter arising and whether direct or indirect, due or to become due, absolute or contingent, primary or secondary or

joint or joint and several;

(b) except as set forth in (a) above, the Borrower shall fail

to observe or perform any of the covenants, conditions or agreements to be observed or performed by it under the Loan Documents or any

credit or similar agreement between the Borrower and the Lender for a period of ten (10) calendar days after written notice, specifying

such default and requesting that it be remedied, given to the Borrower by the Lender;

(c) the Borrower’s failure to timely file periodic reports required

to be filed by it with the Securities and Exchange Commission;

(d) if the Borrower files a voluntary petition in bankruptcy or is

adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment,

liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable

federal, state or other statute or law, makes an assignment for the benefit of creditors, or seeks or consents to or acquiesces in the

appointment of any trustee, receiver or liquidator of the Borrower of all or any substantial part of its properties;

(e) if within sixty (60) days after the commencement of any proceeding

against the Borrower seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under the present

or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding

is not dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of the Borrower of any

trustee, receiver or liquidator of the Borrower of all or any substantial part of its properties, or any other property, such appointment

is not vacated or stayed on appeal or otherwise, or if, within sixty (60) days after the expiration of any such stay, such appointment

is not vacated;

(f) the Borrower shall be or become insolvent (whether in the equity

or bankruptcy sense);

(g) any representation or warranty made by the Borrower in the Loan

Documents shall prove to be untrue or misleading in any material respect, or any statement, certificate or report furnished hereunder

or under any of the foregoing documents by or on behalf of the Borrower shall prove to be untrue or misleading in any material respect

on the date when the facts set forth and recited therein are stated or certified;

(h) any Material Adverse change shall occur in the condition (financial

or otherwise) of the Borrower which, in the reasonable opinion of the Lender, increases its risk with respect to any of the Note, or the

Lender otherwise in good faith deems itself insecure;

2

(j) final judgment(s) for the payment of money in excess of $50,000,

individually or in the aggregate, shall be rendered against the Borrower and shall remain undischarged for a period of thirty (30) days

during which execution shall not be effectively stayed; or

(k) The failure by the Borrower for ten (10) days after notice to it

to comply with any material provision of the Note or the Borrower’s breach of any material covenants, warranties, or representations

made by the Borrower herein;

Upon the occurrence of an Event of Default, the Lender may, at its

option, exercise any and all of the following rights and remedies (in addition to any other rights and remedies available to it): (i)

the Lender may, without notice, declare immediately due and payable all unpaid principal of and accrued interest on the Note, together

with all other sums payable hereunder or under the Note, and the Note shall thereupon be immediately due and payable without presentment

or other demand, protest, notice of dishonor or any other notice of any kind, all of which are hereby expressly waived; and (ii) the Lender

shall have all the right, in addition to any other rights provided by law, to enforce its rights and remedies under the documents related

hereto.

5. Notices.

All notices required under or in connection with this Note shall be

delivered sent by certified or registered mail, return receipt requested, postage prepaid, to the respective addresses of Borrower and

Lender set forth above, or to another address that any party may designate from time to time by notice to the others in the manner set

forth herein. All notices shall be considered to have been given or made either at the time of delivery thereof to an officer or employee

or on the third business day following the time of mailing in the aforesaid manner.

6. No Partnership or Joint Venture.

Nothing contained in this Note or elsewhere shall be construed as creating

a partnership or joint venture between Lender and Borrower or between Lender and any other person or as causing the holder of the Note

to be responsible in any way for the debts or obligations of Borrower or any other person.

7. Time of Essence.

Time is of the essence with respect to every provision of this Note.

8. Governing Law. This Note shall be construed and enforced in accordance

with the laws of the State of Florida.

IN WITNESS WHEREOF, Borrower has executed this Creditline Promissory

Note on the date set forth above.

NUTRIBAND, INC.

By:

/s/ Gareth Sheridan

Title:

Chief Executive Officer

ON BEHALF OF TII Jet Services, LDA

/s/ Vitalie Botgros

3

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