aibioNutriband terminates planned $5 million sale of Pocono unit
Tickers NTRB
Nutriband said its board ended the deal after the buyer missed the December 31 closing and stopped paying late fees. The annual report puts the price at $5 million, and only $30,000 in late fees was received.
Key facts
- Company
- Nutriband Inc. (NASDAQ: NTRB)
- News type
- Mergers
- Primary source
- NTRB 8-K
Nutriband Inc. (Nasdaq: NTRB) ended the planned sale of its Pocono Pharmaceuticals, Inc. subsidiary to Earth Vision Bio Inc. on February 13, 2026. In a Regulation FD disclosure under Item 7.01, the company said its board approved the immediate termination because the purchaser failed to pay late fees owed for not closing on the December 31, 2025 closing date. Nutriband said it had received $30,000 in late fees but nothing further since January 21, 2026.
The annual report adds the price. It says the contract was agreed in December 2025 for a total purchase price of $5 million. The 8-K itself gives no price, no break fee and no information about how the buyer planned to pay. The 8-K signature block is dated February 13, 2025, a year before the event, which appears to be a typing error.
What Nutriband still owns
Nutriband formed Pocono Pharmaceuticals in August 2020 and, on August 31, 2020, bought certain assets of Pocono Coated Products LLC, along with 100% of Active Intelligence LLC. The company recorded goodwill of $5,810,640 on that purchase and later wrote the Active Intelligence portion down to zero, including an impairment charge of $3,302,478 in the year ended January 31, 2025.
Pocono is a coated products contract development and manufacturing business with capabilities in topical, transdermal and kinesiology tape products. It has a manufacturing facility in Cherryville, North Carolina, leased for $3,000 per month under a three-year extension signed on February 1, 2025. Nutriband earns its revenue through two subsidiaries, Pocono and 4P Therapeutics, which does contract research and development.
Nutriband's own product pipeline is far from revenue. Its lead candidate, AVERSA Fentanyl, is an abuse-deterrent fentanyl patch developed with Kindeva Drug Delivery. After an FDA meeting held on September 18, 2025, the company said it is incorporating the agency's feedback as it moves toward an IND filing for a Human Abuse Potential study. The 10-K says Nutriband has incurred $4.7 million under the Kindeva agreement and expects approximately $3.2 million more to complete development, with a $3.0 million milestone due to Kindeva on FDA approval.
Cash and the price that did not arrive
The $5 million price was larger than the $4,574,857 in cash the company held at January 31, 2026. For that year Nutriband reported a net loss of $8,229,632 and used $5,134,630 in operations. After a preferred stock dividend, the net loss available to common shareholders was $30,043,798. Financing provided $5,403,092, primarily from warrant exercises. Management says it expects operations to fund the business for a year and says its substantial doubt about continuing as a going concern is alleviated.
The quarterly report for the six months ended July 31, 2026 shows the trend since the sale fell through. Revenue was $870,913, down from $1,289,884 a year earlier. Second-quarter revenue was $437,514, against $622,452. The loss from operations for the six months was $2,144,988, and the company used $1,148,103 in operations. Cash had fallen to $3,421,615 and working capital was $2,912,335. The report repeats that the company received $30,000 in late fees and has had no further payments.
Litigation and what is open
Nutriband is also a defendant in a New York Supreme Court case brought by Joseph Gunnar, LLC and Lucosky Brookman LLP under Index No. 654633/2023. The plaintiffs allege breach of contract and other claims after Nutriband ended an engagement letter for a public stock offering. Gunnar seeks over $500,000 plus punitive damages, and the law firm seeks legal fees. Nutriband denies the claims and has filed counterclaims of $1,000,000 each. That case is described as in discovery.
Neither the 8-K nor the later reports describe any response from Earth Vision Bio or any dispute over the termination, and they do not say whether Nutriband is looking for another buyer. The 10-Q reports no subsequent event that would change its statements.