--- title: "Nutriband distributes 3 million Series A preferred shares convertible on FDA" url: "https://aibio.space/news/nutriband-distributes-3-million-series-preferred-shares-convertible/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-08-05" section: "Financings" tickers: "NASDAQ:NTRB" source: "https://www.sec.gov/Archives/edgar/data/1676047/000121390025073116/ea0252295-8k_nutriband.htm" summary: "Holders got one non-voting preferred share for every four common shares. The shares convert one-for-one only after FDA approval of an AVERSA-based product." --- By the aibio.space news desk. Sources - [NTRB 8-K](https://www.sec.gov/Archives/edgar/data/1676047/000121390025073116/ea0252295-8k_nutriband.htm) - [NTRB 8-K July 2025](https://www.sec.gov/Archives/edgar/data/1676047/000121390025064355/ea0249116-8k_nutri.htm) - [NTRB 10-Q](https://www.sec.gov/Archives/edgar/data/1676047/000121390026097701/ea0303675-10q_nutriband.htm) - [Nutriband Inc. 10-K (2025-04-28): business](https://www.sec.gov/Archives/edgar/data/1676047/000121390025036201/ea0239048-10k_nutriband.htm) [NTRB](https://aibio.space/companies/nutriband/) 2025-08-05 # Nutriband distributes 3 million Series A preferred shares convertible on FDA approval Tickers [NTRB](https://aibio.space/companies/nutriband/) Holders got one non-voting preferred share for every four common shares. The shares convert one-for-one only after FDA approval of an AVERSA-based product. ## Key facts - **Company**: Nutriband Inc. (NASDAQ: NTRB) - **News type**: Financings - **Primary source**: [NTRB 8-K](https://www.sec.gov/Archives/edgar/data/1676047/000121390025073116/ea0252295-8k_nutriband.htm) *The New York Stock Exchange trading floor. Photo: Carol M. Highsmith, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.* Nutriband Inc. completed a stock dividend of its new Series A Convertible Preferred Stock to shareholders of record on July 25, 2025, according to a Form 8-K dated August 7, 2025. Each holder received one Series A share for every four common shares owned, with fractional shares rounded down. The company issued 3,008,643 Series A shares in the dividend. The 8-K reports the dividend under Item 3.02, unregistered sales of equity securities. The Nutriband board approved the dividend and the new class on July 9, 2025. The class was authorized without a shareholder vote, under Nevada law, by an amendment to the articles that authorized 2,788,678 Series A shares. A certificate of correction filed with the Nevada Secretary of State on July 21, 2025 raised the authorized number of Series A shares to 10,000,000. The company's 8-K for July 2025 says the articles amendment was filed on July 14, 2025. ## What the preferred stock does The Series A shares are non-voting. They become convertible into common stock only after the FDA approves a commercial product based on the company's AVERSA abuse-deterrent technology, and then at the holder's option, one preferred share for one common share. Until then they cannot be converted, and the sources give no date by which approval would come. Holders who have not converted their shares are eligible for dividends the board declares on the preferred class, and the preferred is also eligible for dividends declared on the common stock. The 8-K says the shares are held in accounts for their owners by Equinity Trust Company, LLC, which is also the company's transfer agent for the common stock. The 8-K says the shares are held by the transfer agent as restricted stock under SEC rules. The shares are not issuable to or transferable by the recipients until the preferred shares are eligible for conversion into common stock, the company has completed registration of the Series A shares with the SEC, and the shares are listed for trading on Nasdaq. The sources describe the preferred as a claim that depends on a regulatory event the company has not reached. Its lead product, AVERSA Fentanyl, is not approved. The 10-K filed April 28, 2025 says the company is developing the product with Kindeva Drug Delivery, a contract manufacturer, under an agreement signed in January 2024. The planned route to approval is a 505(b)(2) NDA that would rely on the safety and efficacy information on file for the Duragesic fentanyl transdermal system. Before that filing, the company must complete a Phase 1 human abuse potential study, according to the 10-K. ## The company's position The dividend reaches common holders who were on the books in late July, and it creates a class of stock that could later convert one for one into common shares. The filings do not give the common share count after the dividend, so this story does not measure how much the conversion could add. The 8-K does not say why the board chose a dividend rather than a cash raise, and the filings do not state any cash raised with the dividend. Nutriband's business is contract manufacturing and contract research through its subsidiaries, Pocono Pharmaceuticals and 4P Therapeutics, and the 10-K says the 4P acquisition agreement requires a 6% royalty to the former owner on revenue from the abuse-deterrent intellectual property acquired with 4P. The company's 10-K also describes an April 2024 offering of 2,100,000 units at $4.00 per unit to investors outside the United States. Each unit carried a warrant to buy two common shares at an initial exercise price of $6.43, expiring April 19, 2029. That offering is separate from the preferred dividend. It raised $8,400,000 and is the earlier source of the warrants with the $6.43 exercise price. ## What comes next The company's 8-K gives no timetable for FDA approval, conversion or further preferred dividends. The sources name no underwriter, placement agent or financial adviser for the dividend, which the company made to its own shareholders without a sale. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story NTRB Nutriband Inc. 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Cite as: aibio.space, "Nutriband distributes 3 million Series A preferred shares convertible on FDA", 2025-08-05, https://aibio.space/news/nutriband-distributes-3-million-series-preferred-shares-convertible/