The common stock may be offered by the selling shareholder from time to time in transactions in the over-the-counter market, in negotiated transactions, on any stock exchange, market or trading facility on which our common stock are traded, through the writing of options on the common stock or a combination of these methods of sale, at prices related to prevailing market prices or at negotiated prices. The selling shareholder may affect these transactions by selling the common stock to or through broker-dealers and these broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholder and/or the purchaser of the common stock for which such broker-dealers may act as agent or to whom they sell as principal, or both. This compensation as to a particular broker-dealer might be in excess of customary commissions.
There is no assurance that the selling shareholder will sell any or all of the common stock offered under this prospectus.
We have agreed to pay all expenses incurred in connection with the registration of the common stock offered under this prospectus, except that the selling shareholder shall be responsible for all underwriting discounts and selling commissions, fees and expenses of counsel and other advisors to the selling shareholder, transfer taxes and related charges in connection with the offer and sale of these common stock.
The selling stockholder and any other persons participating in the sale or distribution of the shares are subject to applicable provisions of the Exchange Act and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchase and sales of any of the shares by, the selling stockholders or any other such person. Furthermore, under Regulation M persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.
Supplements
To the extent required, we will set forth in a supplement to this prospectus filed with the SEC the number of shares to be sold, the purchase price and public offering price, any new selling stockholders, the name or names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offering.
Other Issues & Contingencies
On the 10th day of March 2016, the U.S. Securities and Exchange Commission issued a non-public order directing private investigation and examination and designating officers to take testimony. The non-public order is styled in the matter of Neutra Corp. FW-04091. As of the date of this prospectus, the persons designated have taken testimony and required the production of documents. However, no further action has been taken.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information that we file with them, which means that we can disclose important information to you by referring you to the other information we have filed with the SEC. The information that we incorporate by reference is listed below and considered to be part of this reoffer prospectus, and information that we file later with the SEC will automatically update and supersede this information, other than any portions of the respective filings that were furnished pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules, rather than filed.
(1) Our annual report on Form 10-K for the fiscal year ended January 31, 2017, filed with the SEC May 17, 2017;
(2) Our current report on Form 8-K, filed with the SEC on September 16, 2015;
(3) The description of the common shares, $0.001 par value per share, contained in the Registrant’s registration statement on Form S-1/A filed with the SEC February 16, 2016 (File Number 333-209546) and any amendment or report filed with the SEC for purposes of updating such description; and
(4) 2012 Stock Plan for Directors, Officers and Consultants included as exhibit 4.1 to the registration statement on Form S-8 filed with the SEC April 16, 2012.
All documents that we have filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this reoffer prospectus and prior to the completion of the offering shall be deemed to be incorporated by reference into this reoffer prospectus and to be part of this reoffer prospectus from the date of filing of these documents. We will provide without charge to each person, including any beneficial owner, to whom a copy of this reoffer prospectus is delivered a copy of any or all documents incorporated by reference into this reoffer prospectus except the exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents. You may request copies by writing or telephoning Secretary, Neutra Corp., 400 South 4
th
Street, Suite 500, Las Vegas, Nevada 89101, (702) 793-4121.