Item 1. Legal Proceedings
ITEM 1. LEGAL PROCEEDINGS
On July 27, 2018, we commenced an action in the
Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, against Advanced Health Brands, Inc., and certain of its
stockholders, together with a Motion for Temporary Injunction Without Notice and a Motion for Prejudgment Writ of Replevin arising from
our decision to seek to rescind for misrepresentation the agreement by which we acquired Advanced Health Brands, Inc. for 1,250,000 shares
of common stock valued at $2,500,000 and seek return of the shares. Following a three-day trial, on July 20, 2022, the Orange County Circuit
Court entered a Final Judgment in favor of Nutriband for breach of contract, replevin and rescission to rescind in the May 22, 2017 Share
Exchange Agreement involving Nutriband, Advanced Health Brands Inc., and TD Therapeutics Inc. The Court directed the return and cancellation
of the 1,400,000 Nutriband shares (adjusted for the 1-for-4 reverse stock split effective June 23, 2019 and the 7-for-6 forward stock
split effective August 15, 2022) previously issued to the Advanced Health Brand stockholders.
Thereafter, by Settlement Agreement and Release
dated August 19,2022, all parties agreed that the above-referenced Final Judgment in favor of Nutriband is binding and enforceable, no
appeal would be taken, related Ohio and New York lawsuits were dismissed and all of the original Nutriband share certificates issued to
Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy and John Baker were returned to Nutriband.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.