What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-04-29 compared with 2021-04-02 · 687 added, 1602 removed, 84 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

Management’s

Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined by Rules 13a-15(e) and

15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of January 31, 2021, the end

of the period covered by this annual report.

The disclosure controls evaluation was done under the supervision and with the participation

of management, including our chief executive officer and chief financial officer, who are two of our three full-time employees.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

Accordingly, even effective

disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this

evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function,

our very limited staff, and our recent acquisition of 4P Therapeutics and Pocono Coated Products, which are principally responsible

for our business operations and were privately owned when we acquired them, were not effective as of January 31, 2021, such that

the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized

and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the

chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management’s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules

13a-15(f) and 15d-15(f) under the Securities Exchange Act.

Our management is also required to assess and report on the effectiveness

of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section

Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2021.

making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control - Integrated Framework.

During our assessment of the effectiveness of internal control over financial

reporting as of January 31, 2021, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate

levels of review of the financial statements,(iii) a lack of segregation of duties within accounting functions, (iv) inadequate

monitoring review controls in accounting for complex transactions.

Therefore, our internal controls over financial reporting were

not effective as of January 31, 2021.

has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as

lack of qualified accounting personnel, excessive reliance on third party consultants for accounting, financial reporting and

related activities, and the lack of any separation of duties.

During the past fiscal year, we have added qualified accounting

personnel so the Company does not have to rely on third party consultants.

The Company has established additional monitoring controls

over the financial statements.

We have also improved our internal controls to provide for a detailed accounting review of all

revenue items, and accounts receivable and payable transactions in connection with the entry and categorization of each transaction

in the preparation of the Company’s financial statements.

As a result of these improvements, we are confident our financial

statements as of January 31, 2021 and for the two years then ended, fairly present in all material respects our financial condition

and results of operations for all that reporting period covered by this report.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

in Internal Control over Financial Reporting.

the quarterly period ended January 31, 2021, there was no change in our internal control over financial reporting (as such term

is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Management’s Conclusions Regarding Effectiveness

of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness

of our disclosure controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), as of January 31, 2022, the end of the period covered by this annual report.

The disclosure

controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and

chief financial officer, who are two of our three full-time employees.

There are inherent limitations to the effectiveness of any system

of disclosure controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance

of achieving their control objectives.

Based upon this evaluation, our chief executive officer and chief financial officer concluded that,

due to our limited internal audit function, our very limited staff, and our recent acquisition of 4P Therapeutics and Pocono Coated Products,

which are principally responsible for our business operations and were privately owned when we acquired them, were not effective as of

January 31, 2022, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to

the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange

Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance

with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).

Management assessed the effectiveness of our internal

control over financial reporting as of January 31, 2022.

In making this assessment, we used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

During our assessment of the effectiveness

of internal control over financial reporting as of January 31, 2022, management identified material weaknesses related to (i) our internal

audit functions (ii) inadequate levels of review of the financial statements,(iii) a lack of segregation of duties within accounting functions,

(iv) inadequate monitoring review controls in accounting for complex transactions.

Therefore, our internal controls over financial reporting

were not effective as of January 31, 2022.

Management has determined that our internal controls contain material

weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel, excessive reliance on third

party consultants for accounting, financial reporting and related activities, and the lack of any separation of duties.

During the past

fiscal year, we have added qualified accounting personnel so the Company does not have to rely on third party consultants.

has established additional monitoring controls over the financial statements.

We have also improved our internal controls to provide for

a detailed accounting review of all revenue items, and accounts receivable and payable transactions in connection with the entry and categorization

of each transaction in the preparation of the Company’s financial statements.

As a result of these improvements, we are confident

our financial statements as of January 31, 2022 and for the two years then ended, fairly present in all material respects our financial

condition and results of operations for all that reporting period covered by this report.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies and procedures may deteriorate.

Changes in Internal Control over Financial

During the quarterly period ended January 31,

2022, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange

Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Directors

forth below is certain information with respect to our directors and executive officers:

executive officer and director

Executive Chairman

President of Pocono

Pharma and Director

Chief Financial

Chief operating

officer and president of 4P Therapeutics

Chief technical

Patrick, Pharm.D.

Chief scientific

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Executive Officers and Directors

Set forth below is certain information with respect

to our directors and executive officers:

Gareth Sheridan

Chief executive

officer and director

Serguei Melnik

Chairman of the Board and

Gerald Goodman

Chief Financial Officer

Alan Smith, Ph.D.

Chief operating officer

and president of 4P Therapeutics

Chief technical officer

Jeff Patrick, Pharm.D.

Chief scientific officer

Larry Dillaha, MD

Chief medical officer

President of Active

Sheridan, our founder, has been chief executive officer and a director since our organization in 2016.

Sheridan founded

Nutriband Ltd., an Irish company which we acquired in 2016.

Sheridan was named Ireland’s ‘Young Entrepreneur of

the Year’

in 2014 in the National Bank of Ireland Startup Awards for establishing Nutriband Ltd.

Sheridan has further

business awards from S.

Dublin’s Best Young Entrepreneur and Nutriband Ltd as S.

Dublin’s Best Startup Company.

Sheridan has also worked as a Business Mentor with 100 Minds, a social enterprise founded in 2013, that brings together some of

Ireland’s top college students and connects them with one cause to achieve large charitable goals in a short space of time.

Sheridan is also a past Nissan Generation Next Ambassador, receiving the acknowledgement in 2015 by Nissan Ireland as one

of Ireland’s future generational leaders.

Sheridan served on the Board of the St.

James Hospital foundation, the charitable foundation for Ireland’s largest

public hospital.

Sheridan received a B.Sc.

in Business and Management from Dublin Institute of Technology in 2012 where he

concentrated on international economics, venture creation and entrepreneurship.

Gallagher is an experienced businessman, an inspiring speaker & a highly regarded business writer.

He also stood, as an Independent

Candidate, and was runner up, in the 2011 Irish Presidential Election.

Sean’s notable business ventures include Co Founding

and serving as CEO of Clyde Real Estate, Pharmaceutical Directorships and co-founding Ireland’s largest home technology

company, Smarthomes.

Sean has also served as a investor in popular TV show, Dragon’s Den which is Ireland and UK’s

version of popular US TV show Shark tank.

Sean qualified with an MBA from the University of Ulster and previously worked with

one of Ireland’s Enterprise Agencies and has, over the past 20 years, trained and mentored hundreds of emerging entrepreneurs.

He has also served on a number of Irish State Boards including the National Training and Employment Agency (FAS), the North South

Trade Body (InterTrade Ireland) and was Chair of the State owned Drogheda Port Company.

Gallagher works for us on a part-time

Myer, who was nominated as a director for election at the November 12, 2020 annual meeting in connection with our acquisition,

effective August 31, 2020, of Pocono Coated Products, LLC’s Transdermal, Topical Cosmetic and Health business.

been the Chief Quality Officer at Pocono Coated Products, LLC from January 2015 to June 2019, and General Manager—Nutraceutical

Division, from June 2019 to the present.

Michael has substantial experience as chief quality officer in manufacturing, quality

systems, risk management, process engineering, lean practices, and financial management.

Michael has been acting as General Manager

of the transdermal patch side of Pocono Coated Products, and the CEO of its Active Intelligence subsidiary.

active in daily operations, as well as executive level decision making.

Michael is also a former Marine, CrossFit Level 1 Coach,

and USAW Sport Performance Coach.

Melnik serves as part a member of the board of directors and is a co-founder of Nutriband Inc.

Mr Melnik has previously served

as our chief financial officer and a director since January 2016.

Melnik has been involved in general business consulting

for companies in the U.S.

financial markets and setting up legal and financial framework for operations of foreign companies in

Radu Bujoreanu

Mark Hamilton

Stefan Mancas

Gareth Sheridan, our founder,

has been chief executive officer and a director since our organization in 2016.

Sheridan founded Nutriband Ltd., an Irish

company which we acquired in 2016.

Sheridan was named Ireland’s ‘Young Entrepreneur of the Year’ in 2014 in the

National Bank of Ireland Startup Awards for establishing Nutriband Ltd.

Sheridan has further business awards from S.

Best Young Entrepreneur and Nutriband Ltd as S.

Dublin’s Best Startup Company.

Sheridan has also worked as a Business Mentor

with 100 Minds, a social enterprise founded in 2013, that brings together some of Ireland’s top college students and connects them

with one cause to achieve large charitable goals in a short space of time.

Sheridan is also a past Nissan Generation Next Ambassador,

receiving the acknowledgement in 2015 by Nissan Ireland as one of Ireland’s future generational leaders.

Sheridan served

on the Board of the St.

James Hospital foundation, the charitable foundation for Ireland’s largest public hospital.

received a B.Sc.

in Business and Management from Dublin Institute of Technology in 2012 where he concentrated on international economics,

venture creation and entrepreneurship.

Serguei Melnik, who was elected

by the Board as President on October 8, 2021, serves as a member of the board of directors and is a co-founder of Nutriband Inc.

has previously served as our chief financial officer and a director since January 2016.

Melnik has been involved in general business

consulting for companies in the U.S.

financial markets and setting up legal and financial framework for operations of foreign companies

Melnik advised UNR Holdings, Inc.

with regard to the initiation of the trading of its stock in the over-the-counter

markets in the U.S., and has provided general advice with respect to the U.S.

with regard to the initiation of the trading of its stock in the over-the-counter markets

in the U.S., and has provided general advice with respect to the U.S.

financial markets for companies located in the U.S.

From February 2003 to May 2005 he was the Chief Operations Officer and a Board member of Asconi Corporation, Winter

Park, Florida, with regard to restructuring the company and listing it on the American Stock Exchange.

Melnik from June 1995

to December 1996 was a lawyer in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau, Moldova,

and prior thereto practiced law in Moldova in various positions.

From February 2003 to May 2005, he was the Chief Operations Officer and a Board member of Asconi Corporation, Winter Park, Florida, with

regard to restructuring the company and listing it on the American Stock Exchange.

Melnik from June 1995 to December 1996 was a lawyer

in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau, Moldova, and prior thereto practiced law in Moldova

in various positions.

Melnik is fluent in Russian, Romanian, English and Spanish.

Goodman has been our chief accounting officer since July 31, 2018, and was elected our Chief Financial Officer on November 12,

Goodman is a certified public accountant and, since 2014, has practiced with his own firm, Gerald Goodman CPA P.C.

January 1, 2010 until December 31, 2014, Mr.

Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah, and

was a non-equity partner and managed the firm’s SEC practice.

Goodman is a director of Lifestyle Medical Network, Inc.,

which provides management services to healthcare providers.

From 1971 to 2010, Mr.

Goodman was a partner in the accounting firm

of Wiener, Goodman & Company P.C.

Goodman is a 1970 graduate of Pennsylvania State University where he received a B.S.

Radu Bujoreanu has been a

director since June 2019.

Bujoreanu has been the owner and executive director of Consular Assistance, Inc., which provides assistance

in obtaining visas for the Republic of Moldova and related services since December 2002, and he has been a real estate agent with Keller

Williams Realty, Inc.

since May 2019.

Bujoreanu received his Bachelor in International Public Law from the University of Moldova.

Mark Hamilton, an independent

director since July 2018, is an experienced director level professional who has recently joined global consulting firm, Korn Ferry as

a Managing Consultant.

Prior to moving into organizational consulting, Mark qualified as a Chartered Accountant in global advisory firm,

BDO, where he spent 12 years advising some of Ireland’s most successful businesses.

His work originated in corporate finance/corporate

recovery and more recently, he spent 5 years leading BDO’s client management and sales function, as Head of Business Development.

Hamilton is a Member of the Association of Chartered Accountants (ACA), since 2012.

Hamilton’s accounting / consulting background

and experience in corporate finance, restructuring, sales and talent assists us in his role as an independent Board member and Committee

Hamilton has a very strong presence in the business community across jurisdictions, along with an accomplished track record

in project management and business development.

Educated at Terenure College, Mark went on to study a B.Sc.

degree in Business & Management

at Dublin Institute of Technology and subsequently received First Class Honours in his postgraduate degree, for which he specialised in

Accountancy in 2009.

In addition to his ACA qualification, Mark has also recently completed a diploma in Corporate Governance and is now

a member of the Corporate Governance Institute which will assist him in his role as Independent Director.

Stefaní Mancas

graduated Summa cum Laude from the Military Navy College in Constanta, Romania.

After attending the faculty of Cybernetics from the Academy

of Economic Studies in Bucharest, she transferred to University of Central Florida, where she graduated with a dual B.Sc.

in Mathematics

and Aerospace Engineering, and a Ph.

in Mathematical Sciences from the Department Mathematics.

Her dissertation topic was “Dissipative

solitons in the cubic-quintic complex Ginzburg-Landau equation:

Bifurcations and Spatiotemporal Structure”, for which she received

the UCF Outstanding Dissertation Award.

Currently, Dr.

Mancas is a tenured full Professor, and a researcher, in the Department of Mathematics

at Embry-Riddle Aeronautical University in Daytona Beach, Florida.

Her main research areas are finding analytical solutions to nonlinear

evolution equations, and numerical simulations of nonlinear dissipative systems, such nonlinear Schrödinger equation with applications

to quantum mechanics and biomathematics.

Mancas is using techniques involving complex analysis and elliptic functions with applications

to water waves, soliton theory, biological systems, and cosmology/inflation for nonlinear evolution equations, as well as applying special

functions to problems involving optimization of the blockchain, where elliptic functions are used for cryptography.

Mancas is the

organizer of national and international conferences in mathematical physics, and as an associate editor she constantly reviews research

articles for many scientific journals.

Mancas holds a strong record of publications with over seventy refereed articles, and she is

constantly invited to attend workshops, and speak in seminars all over the world.

Irina Gram was elected as a director of the

Company at the January 21, 2022 stockholders meeting.

Irina is a new member of our Board, and is a Senior Financial Analyst at

Thales IFEC, Melbourne, Florida.

There she is responsible for financial planning, analysis and risk and opportunities reviews of

multiple development and customer programs.

From 2016 to 2017, she was a Project Engineering Coordinator at Thales IFEC, where she

executed budgeting and forecasting activities with specialized focus on SFRD spending, interfaced with engineering team to monitor

and report the performance of the financial impact of projects.

From 2013 to 2016, she held various project management, accounting

and reporting positions with Siemens Building Technology, Inc., Winter Park, Florida.

She received a Bachelor’s Degree in

Finance from the University of Central Florida, Orlando, Florida, where she graduated in May 2015, with honors, and received a

Masters in Business Administration from the University of Central Florida, Orlando, Florida, in May 2019.

Gerald Goodman has been our chief accounting officer

since July 31, 2018, and was elected our Chief Financial Officer on November 12, 2020.

Goodman is a certified public accountant and,

since 2014, has practiced with his own firm, Gerald Goodman CPA P.C.

From January 1, 2010 until December 31, 2014, Mr.

Goodman practiced

with Madsen & Associates, CPA’s Inc., Murray, Utah, and was a non-equity partner and managed the firm’s SEC practice.

Goodman is a director of Lifestyle Medical Network, Inc., which provides management services to healthcare providers.

Goodman was a partner in the accounting firm of Wiener, Goodman & Company P.C.

Goodman is a 1970 graduate of Pennsylvania

State University where he received a B.S.

Degree in Accounting.

Smith, Ph.D., co-founded 4P Therapeutics in 2011 and serves as Head of 4P Theraputics, and Head of Clinical, Regulatory, Quality,&

Operations at Nutriband.

Previously, he was with Altea Therapeutics, most recently serving as Vice President, Product Development

Alan Smith, Ph.D., serves as Chief Operating Officer

of Nutriband and President of 4P Therapeutics, a wholly owned subsidiary of Nutriband.

He joined the Company after Nutriband acquired

4P Therapeutics in 2018.

Smith co-founded 4P Therapeutics in 2011 to develop drug-device and biologic-device combination products

to meet the needs of patients, physicians, and payers, and was Vice President, Clinical, Regulatory, Quality and Operations at the time

of the acquisition.

Smith is co-inventor of the Company’s Aversa™ abuse deterrent transdermal system technology.

has over 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics and medical devices

for treatment and management of chronic pain, diabetes, and cardiovascular disease.

Previously, he was with Altea Therapeutics, a venture

capital funded company focused on novel transdermal drug and biologic delivery, most recently serving as Vice President, Product Development

and Head of Clinical R&D, Regulatory Affairs, and Project Management.

At Altea, he led major research and development programs

with pharmaceutical companies such as Eli Lilly, Amylin, Hospira, Elan, and Novartis.

He joined Altea as one of the first employees

and spent 12 years growing its multidisciplinary drug delivery research and development organization.

Smith has 20 years of

experience in the research and development of drug and biologic delivery systems, diagnostics and medical devices for treatment

and management of diabetes, chronic pain and cardiovascular disease.

Prior to joining Altea Therapeutics, he led the development

of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.

Smith received

Smith received Ph.D.

degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry of New Jersey.

He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

Ryan has been chief technical officer since February 2018.

Having worked in the tech industry for 8 years, Paddy brings a fresh

perspective and understanding to our team.

From September 2019 to present Mr.

Ryan served as director of digital agency for Trigger

serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

Paddy Ryan has been chief technical officer since

February 2018.

Having worked in the tech industry for 8 years, Paddy brings a fresh perspective and understanding to our team.

From September

2019 to present Mr.

Ryan served as director of digital agency for Trigger Media.

From 2013 to 2016, Mr.

Ryan worked as an online security analyst with Paddy Power Betfair Plc.

Ryan worked as an online security

analyst with Paddy Power Betfair Plc.

From 2016 to 2017, Mr.

was general manager at CRS Events setting up and organising One-Zero, the largest sports conference in Ireland.

Mr Ryan served

as head of technology for Irish agency Trigger Movement between 2017 and 2019.

Mr Ryan serves as technical advisor for sports

media brand, Pundit Arena, where he has advised on their technical development since 2012.

Mr Ryan also served as a digital consultant

for Irish Aid Charity, Bóthar, where he worked on the development of the charity’s digital plans plans.

has also consulted with Irish Local Government in County Limerick (Limerick County Council) regarding their digital activity in

September 2018.

Ryan was general manager at CRS Events setting up and organising One-Zero,

the largest sports conference in Ireland.

Mr Ryan served as head of technology for Irish agency Trigger Movement between 2017 and 2019.

Mr Ryan serves as technical advisor for sports media brand, Pundit Arena, where he has advised on their technical development since 2012.

Mr Ryan also served as a digital consultant for Irish Aid Charity, Bóthar, where he worked on the development of the charity’s

digital plans plans.

Ryan has also consulted with Irish Local Government in County Limerick (Limerick County Council) regarding their

digital activity in September 2018.

Ryan has also assisted Swiss Company, SEBA Crypto AG, to develop their online presence in October

1 unchanged sentence

Ryan has been involved in general technical consulting for startups and companies in Ireland for more than ten years.

Ryan attended University College Dublin where he studied engineering and is working towards his masters in data analytics from

National College of Ireland.

Ryan attended

University College Dublin where he studied engineering and is working towards his masters in data analytics from National College of Ireland.

Mr Ryan also assisted in the development and launch of the Pandemic Action Network website in early 2020.

As CTO, Paddy is responsible for Nutriband’s technology strategy and plays a key role in leading new initiatives.

As CTO, Paddy is responsible

for Nutriband’s technology strategy and plays a key role in leading new initiatives.

Ryan works for us on a part-time basis.

Patrick Pharm.D.

currently serves as Director of Drug Development Institute at the Ohio State University Comprehensive Cancer

Patrick most recently serving as Chief Scientific Officer for New Haven Pharmaceuticals.

Prior roles included global

vice president of professional affairs at Mallinckrodt Pharmaceuticals, Inc.;

and roles with ascending responsibilities at Dyax,

Myogen/Gilead, Actelion and Sanofi-Synthelabo, Inc.

Patrick is a residency-trained clinical pharmacist with approximately

20 years of pharmaceutical industry experience.

He brings expertise in executive leadership, scientific and medical strategy,

drug development and commercialization to the company.

Prior to pursuing a career in research and development, Patrick was an

ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of pharmacy

Jeff Patrick Pharm.D.

currently serves as Director

of Drug Development Institute at the Ohio State University Comprehensive Cancer Center.

Patrick most recently serving as Chief Scientific

Officer for New Haven Pharmaceuticals.

Prior roles included global vice president of professional affairs at Mallinckrodt Pharmaceuticals,

and roles with ascending responsibilities at Dyax, Myogen/Gilead, Actelion and Sanofi-Synthelabo, Inc.

Patrick is a residency-trained

clinical pharmacist with approximately 20 years of pharmaceutical industry experience.

He brings expertise in executive leadership, scientific

and medical strategy, drug development and commercialization to the company.

Prior to pursuing a career in research and development, Patrick

was an ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of pharmacy

at the University of Tennessee College of Pharmacy, where he earned his doctorate in pharmacy.

He also completed the Wharton School

of Business Pharmaceutical Executive Program.

He also completed the Wharton School of

Business Pharmaceutical Executive Program.

Patrick works for us on a part-time basis.

Dillaha brings nearly 20 years of pharmaceutical industry experience to Nutriband.

Prior to joining Nutriband, he was chief executive

officer of Repros Therapeutics from February 2017 to February 2018.

Dillaha brings nearly 20 years of pharmaceutical

industry experience to Nutriband.

Prior to joining Nutriband, he was chief executive officer of Repros Therapeutics from February 2017

to February 2018.

Prior to joining Repros, Dr.

Dillaha was the chief executive

officer of CavtheRx, an inception stage biotechnology company, from June 2016 to February 2017, and chief operating officer and

chief medical officer of New Haven Pharmaceuticals, a specialty pharmaceutical company.

He also served as chief medical officer

of Insys Therapeutics, Sciele Pharma and as Medical Director of Sanofi-Sythelabo.

Dillaha was the chief executive officer of CavtheRx, an inception stage biotechnology company,

from June 2016 to February 2017, and chief operating officer and chief medical officer of New Haven Pharmaceuticals, a specialty pharmaceutical

He also served as chief medical officer of Insys Therapeutics, Sciele Pharma and as Medical Director of Sanofi-Sythelabo.

Dillaha received an M.D.

degree from the

University of Tennessee, Memphis.

degree from the University of Tennessee, Memphis.

Dillaha works for us on a part-time basis.

Bujoreanu has been a director since June 2019.

Bujoreanu has been the owner and executive director of Consular Assistance,

Inc., which provides assistance in obtaining visas for the Republic of Moldava and related services since December 2002, and he

has been a real estate agent with Keller Williams Realty, Inc.

since May 2019.

Bujoreanu received his Bachelor in International

Public Law from the University of Moldova.

Damon has been a director since April 2018, when we signed the agreement to acquire 4P Therapeutics.

Damon is a co-founder

of 4P Therapeutics, which was formed in 2011, and he has more than 20 years of experience with various business roles in the medical

and pharmaceutical industries.

Before founding 4P Therapeutics, Mr.

Damon led the business development team at Altea Therapeutics

as the company’s senior vice president of business development.

Damon is a director of Georgia BIO, a non-profit trade

association that promotes Georgia’s life science industry.

Damon received is Bachelor Degree in Business Administration

and Associate in Accounting from Colorado Mesa University.

Hamilton, a director since July 2018, has been at BDO Ireland, a major accounting firm, for more than nine years, held positions

in Corporate Finance, Corporate Advisory, Restructuring and Recovery, Client management and in his current role in Business Development.

Hamilton is a Chartered Accountant and a member of the Association of Chartered Accountants (ACA) qualifying in 2012.

a chartered accountant and has been a member of the Association of Chartered Accountants since 2012.

Hamilton’s accounting

background and experience in corporate finance, corporate advisory and insolvency assists us in his role as an independent board

Hamilton received a B.Sc.

in Business and Management from Dublin Institute of Technology in 2008 and subsequently

received 1st class honours in his postgraduate degree specializing in Accountancy in 2009.

Mancas, a director since July 2018, received a Ph.D.

in Applied Mathematics from the University of Central Florida in May 2007

under the supervision of Dr.

Choudhury, with the dissertation topic “Dissipative Solitons in the cubic-quintic Complex

Ginzburg Landau equation:

Bifurcations and Spatiotemporal Structure”

for which he received the Outstanding Dissertation

Award in 2008.

Mancas is a professor and associate chair in the department of mathematics at Embry-Riddle Aeronautical University.

He is the co-founder of the nonlinear Waves Lab which contains a 10 m.

long water tank used for research in water waves, solitons

in shallow water, vortex solitons, soliton ships, surface waves and wind-wave interaction, microcavitation, design and optimization,

submarine currents, autonomous underwater vehicles, tractor beams, etc.

He is also the organizer of national and international

conferences in applied mathematics, and has published more than 40 articles in refereed journals.

Grigore, age 62, is a seasoned executive who managed to build careers in multiple fields.

He is a former assistant professor and

Head of Department at the Moldova State University and Moldova Free International University.

As a PhD in linguistics, he contributed

to establishing many language services and conference management businesses in his native country of Moldova.

He then engaged

in a prodigious diplomatic career, serving at high level positions in the Ministry of Foreign Affairs of Moldova.

2002 he was Minister Counselor, Deputy Chief of Mission, then Chargé

d’Affaires at Moldovan Embassy to the United

From 2002 to 2006 he was Ambassador, Permanent Representative of Moldova to the United Nations.

During his tenure he served

on the board of UNICEF and UNFPA.

He currently resides in New York City, using his extensive network of connections to provide

a wide array of consultancy services, primarily in the legal and medical field.

He graduated from Moldova State University in

1979, received a PhD from Minsk State Linguistic University, Belorussia, in 1987.

Overk, age 37, is the co-founder of Active Intelligence, which was formed in 2017, and has more than 15 years of experience with

various business roles in the Corporate Trade and Health & Wellness industries.

Before Co-Founding Active Intelligence Mr.

Overk spearheaded Business Development for Active International as a Director of New Business Development and later as a

member of the Corporate Development team tasked with leading the company into new markets and developing new strategic offerings.

Previously, Mr.

Overk led a highly motivated sales team at Medi-One LLC focused on high end Medical Diagnostic testing.

a Bachelor’s degree from Ramapo College of New Jersey in Business Administration with a concentration in Marketing and minor

of the Board of Directors

board of directors has created two committees - the audit committee and the compensation committee.

The board intends to create

a nominating and corporate governance committee.

Each of the committees will have a charter which meets the NASDAQ requirements

and will be composed of three independent directors.

audit committee is comprised of Mr.

CORPORATE GOVERNANCE AND

THE BOARD OF DIRECTORS

Board Leadership Structure and Risk Oversight

Gareth Sheridan serves as

Chief Executive Officer and Serguei Melnik is serving as our President, and following the Annual Meeting, it is expected that Serguei

Melnik will commence serving as our Chairman.

Our Chairman leads the Board of Directors in its discussions and has such other duties as

are prescribed by the Board.

As Chief Executive Officer, Mr.

Sheridan is responsible for implementing the Company’s strategic and

operating objectives and day-to-day decision-making related to such implementation.

The Board of Directors currently

has three standing committees (audit, compensation, and nominating and corporate governance) that are chaired and composed entirely of

directors who are independent under Nasdaq and SEC rules.

Given the role and scope of authority of these committees, and that a majority

of the Board of Directors is composed of independent directors, the Board of Directors believes that its leadership structure is appropriate.

We select directors as members of these committees with the expectation that they will be free of relationships that might interfere with

the exercise of independent judgement.

Our Board of Directors is

our Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders.

Our Board of Directors

selects our senior management team, which is charged with the conduct of our business.

Our Board of Directors acts as an advisor and counselor

to senior management and oversees its performance.

The position of the Chairman of our Board of Directors is served by one individual.

We have determined that the leadership structure of our Board of Directors is appropriate, especially given the early stage of our development

and the size of our Company.

The Board of Directors oversees

our exposure to risk through its interaction with management concerning matters related to financial, operational, regulatory, legal and

strategic risks.

Risk assessment and oversight are an integral part of our governance and management processes.

Our Board of Directors

encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations

Board Composition

Our business and affairs are

managed under the direction of our Board of Directors.

The number of directors is determined by our board of directors, subject to the

terms of our certificate of incorporation and bylaws.

Our board of directors currently consists of nine members, five of which are independent

Our Board of Directors acted

by written consent five times during 2022.

Committees of the Board of Directors

The board of directors has

created three committees - the audit committee, the compensation committee and the nominating and corporate governance committee.

of the committees has a charter which meets the Nasdaq Stock Market requirements and is composed of three independent directors.

Audit Committee

The audit committee is comprised

Hamilton, as chairman, Mr.

Bujoreanu and Dr.

We do not have an “audit committee

financial expert.”

The audit committee oversees, reviews, acts on and reports on various auditing and accounting matters

to the board, including:

the selection of our independent accountants, the scope of our annual audits, fees to be paid to the

independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our

audit committee charter.

compensation committee is comprised of Mark Hamilton and Mr.

The compensation committee oversees the compensation of

our chief executive officer and our other executive officers and reviews our overall compensation policies for employees generally

as set forth in the audit committee charter.

If so authorized by the board, the compensation committee may also serve as the granting

and administrative committee under any option or other equity-based compensation plans which we may adopt.

The compensation

committee will not delegate its authority to fix compensation;

however, as to officers who report to the chief executive officer,

the compensation committee will consult with the chief executive officer, who may make recommendations to the compensation committee.

Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations.

The committee

will also discuss with the chief executive officer and other responsible officers the compensation policies for employees who

are not officers.

The compensation committee has the responsibilities and authority relating to the retention, compensation, oversight

and funding of compensation consultants, legal counsel and other compensation advisers.

The compensation committee members will

consider the independence of such advisors before selecting or receiving advice from such advisors.

of our directors, Radu Bujoreanu, Steven Damon, Mark Hamilton, Stefan Mancas and Vsevolod Grigore are independent directors based

on the NASDAQ definition of independent director.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more

than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports

of changes in ownership and annual reports concerning their ownership of the our common stock and other equity securities, on

Form 3, 4 and 5 respectively.

Bujoreanu, Mr.

Hamilton, Mr.

Bujoreanu and Ms.

We believe that Mark Hamilton qualifies as an “audit committee

financial expert” under the rules of the Nasdaq Stock Market.

The audit committee oversees, reviews, acts on and reports on various

auditing and accounting matters to the board, including:

the selection of our independent accountants, the scope of our annual audits,

fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices, all as set

forth in our audit committee charter.

Compensation Committee

The compensation committee

is comprised of Dr.

Irina Gram and Mr.

The compensation committee oversees the compensation of our chief executive

officer and our other executive officers and reviews our overall compensation policies for employees generally as set forth in the audit

committee charter.

If so authorized by the board, the compensation committee may also serve as the granting and administrative committee

under any option or other equity-based compensation plans which we may adopt.

The compensation committee will not delegate its authority

to fix compensation;

however, as to officers who report to the chief executive officer, the compensation committee will consult with the

chief executive officer, who may make recommendations to the compensation committee.

Any recommendations by the chief executive officer

are accompanied by an analysis of the basis for the recommendations.

The committee will also discuss with the chief executive officer

and other responsible officers the compensation policies for employees who are not officers.

The compensation committee has the responsibilities

and authority relating to the retention, compensation, oversight and funding of compensation consultants, legal counsel and other compensation

The compensation committee members will consider the independence of such advisors before selecting or receiving advice from

such advisors.

Nominating and Corporate Governance Committee

The nominating and corporate

governance committee, which is comprised of Mr.

Hamilton, Dr.

Mancas and Mr.

Grigore have not filed their Form 3 or Form 4.

Bujoreanu, will identify, evaluate and recommend

qualified nominees to serve on our board;

develop and oversee our internal corporate governance processes, and maintain a management succession

Independent Directors

Four of our directors, Radu Bujoreanu, Mark

Hamilton, Dr.

Mancas and Irina Gram are independent directors based on the NASDAQ definition of independent director.

Family Relationships

There are no family relationships

among our directors and executive officers.

Compensation Committee Interlocks and Insider Participation

None of our executive officers

serve on the board of directors or compensation committee of a company that has an executive officer who serves on our board or compensation

No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the

board of directors or compensation committee of that company.

Compliance with Section 16(a) of the Securities Exchange Act of

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more than 10% of a registered class of

our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports

concerning their ownership of the our common stock and other equity securities, on Form 3, 4 and 5 respectively.

Melnik filed late Form 5s for the year ended January 31, 2020.

Hamilton, Dr.

Mancas and Ms.

Irina Gram have not filed their Form 3 reports.

Code of Ethics

Our board of directors has

adopted a code of ethics applicable to our employees, directors and officers, in accordance with applicable U.S.

federal securities laws

and the NASDAQ regulations.

Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required

by applicable federal securities laws and the NASDAQ corporate governance rules.

The Code of Ethics is available on our website at HTTPS://Nutriband.com/ethics.

Conflicts of Interest

Certain conflicts of interest

exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests

to which they devote their primary attention.

Each officer and director may continue to do so notwithstanding the fact that management

time should be devoted to the business of the Company.

Certain conflicts of interest

may exist between the Company and its management, and conflicts may develop in the future.

The Company has not established policies or

procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated

There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest

may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties.

Management will try to resolve conflicts to the best advantage of all concerned.

EXECUTIVE COMPENSATION

following summary compensation table sets forth information concerning compensation for services rendered in all capacities during

the years ended January 31, 2021 and 2020, earned by or paid to our chief executive officers and the two other officers receiving

the greatest compensation

and Principal Position

Plan Compensation

Deferred Earnings

Other Compensation

Chief Scientific

the year ended January 31, 2021, the Company issued Mr.

Gallagher 10,000 shares of common

stock, valued at $150,000, as compensation.

During the year ended January 31, 2020, we

issued to Mr.

Gallagher 8,572 shares of common stock, valued at $120,000, representing

his compensation for the years ended January 31, 2019 and 2018 pursuant to his employment

the year ended January 31, 2020, we issued to Strategic Pharmaceutical Consulting LLC,

a company controlled by Dr.

Patrick 8,572 shares of common stock, valued at $120,000,

representing Dr.

Patrick’s compensation for the years ended January 31, 2020 and

We also granted him to an option to purchase 25,000 shares of common stock at 75%

of the market price.

Executive Compensation

The table below shows the

compensation for services in all capacities we paid during the years ended January 31, 2022 and 2021, to the individuals serving as our

principal executive officers during the last completed fiscal year and our other two most highly paid executive officers at the end of

the last completed fiscal year (whom we refer to collectively as our “named executive officers”);

Name and Principal Position

Gareth Sheridan, CEO (3)

Serguei Melnik

Chief Operating Officer

Sean Gallagher,

Executive Chairman 1

Chief Scientific Officer 2

During the year ended January 31, 2021, the Company issued Mr.

Gallagher 10,000 shares of common stock, valued at $150,000, as compensation.

During the year ended January 31, 2020, we issued to Mr.

Gallagher 8,572 shares of common stock, valued at $120,000, representing his compensation for the years ended January 31, 2019 and 2018 pursuant to his employment agreement.

During the year ended January 31, 2020, we issued to Strategic Pharmaceutical Consulting LLC, a company controlled by Dr.

Patrick 8,572 shares of common stock, valued at $120,000, representing Dr.

Patrick’s compensation for the years ended January 31, 2020 and 2019.

We also granted him to an option to purchase 25,000 shares of common stock at 75% of the market price.

The option expired unexercised.

the year ended January 31, 2021, we issued to Gareth Sheridan, our CEO, 10,000 shares

of common stock valued at $150,000, representing compensation for the year ended January

have entered into a three-year employment agreement with Gareth Sheridan, our CEO, effective April 25, 2019.

The agreement also

provides that the executive will continue as a director.

The Agreement provides for an initial term, commencing on the effective

date of this Agreement and ending on January 31, 2024, and continuing on a year-to-year basis thereafter unless terminated by

either party on not less than 30 days’

notice given prior to the expiration of the initial term or any one-year extension.

For his services to the Company during the term of the Agreement, Mr.

Sheridan receives an annual salary of $42,000 per annum,

commencing on the effective date of the Agreement and increasing to $170,000 per annum commencing in the month in which the Company

shall have received not less than $2,500,000 from one or more public or private financings of the Company’s equity securities

subsequent to the date of the Agreement.

have an employment agreement dated January 1, 2018 with Sean Gallagher pursuant to which we employed him as president for a term

with no expiration date at an annual salary of $60,000, which may be paid in stock or cash.

The president serves on a part-time

The employment agreement terminated January 1, 2020.

Company has an employment agreement dated February 19, 2019 with its chief scientific officer pursuant to which the Company agrees

to employ him as chief scientific officer for annual compensation of $60,000, payable in cash or stock, as the Company may elect.

The agreement has a term ending on February 13, 2021 and continues thereafter on a year to year basis unless terminated by either

party on 30 days’

The chief scientific officer series on a part-time basis.

The employment agreement terminated

During the year ended January 31, 2021, we issued to Gareth Sheridan, our CEO, 10,000 shares of common stock valued at $150,000, representing compensation for the year ended January 31, 2021.

Director Compensation Table

table below shows the cash fees paid to our directors in connection with their service on our board of directors, and the stock option

awards granted, during the fiscal year ended January 31, 2022.

DIRECTOR COMPENSATION

Incentive Plan

Mark Hamilton

Sean Gallagher

Radu Bujourneau

Stefani Mancas

Vselovod Grigore

Employment Agreements with Company Officers

On January 21, 2022, the Board of Directors

of the Company approved Employment Agreements with Gareth Sheridan, our Chief Executive Officer, Serguei Melnik, our President and Gerald

Goodman, the Company’s Chief Financial Officer.

Each of the three Employment Agreements is

effective February 1, 2022, for an initial term of three years, and the term is automatically extended for additional one-year periods

if neither party gives notice of termination at least 90 days prior to the end of the initial term or any current additional one-year

The Employment Agreements with Mr.

Melnik each provide for a base salary of $250,000 per year, and the Employment Agreement with Mr.

Goodman provides for a base

salary of $210,000.

The Employment Agreements provide for incentive

payments as established by the Board of Directors, and the Employment Agreements with Mr.

Sheridan and Mr.

Melnik provide for a performance

bonus as follows:

Net Operating

Profit Before Income Taxes

On the First $10 Million

On the Next $40 Million

On the Next $50 Million

On all Amounts Over $100 Million

Each of the Employment Agreements contains

similar provisions for discharge for “cause”, including breach of the Employment Agreement or specified detrimental conduct

by the employee, in which cases accrued compensation would payable as provided in the Employment Agreements.

The Agreements

also provide for termination by the executives for “good reason”, comprising events such as breach of the Agreement by the

Company, assignment of duties inconsistent with the Executive’s position, , or in the event of a change in control of the Company.

In the event of a termination by the Company without cause, or by the executive for “good reason”, the Company is required

to pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

the sum of (1) the executive’s annual minimum salary through

the date of termination to the extent not theretofore paid, (2) any annual incentive payment earned by the executive for a prior period

to the extent not theretofore paid and not theretofore deferred, (3) any annual performance bonus payment earned by the executive for

a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and

(5) any business expenses incurred by the executive that are unreimbursed as of the date of termination;

The product of (1) the performance bonus payment and (2)

a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination

occurs as of the date of termination, and the denominator of which is 365;

the amount equal to the sum of (1) three (3) times the executive’s

annual minimum salary;

(2) one (1) times the performance bonus payment and (3) one (1) times the incentive payment;

In the event executive is not fully vested in any retirement

benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between

the amounts executive would have been paid if he or she had been vested on the date his/her employment was terminated and the amounts

paid or owed to the executive pursuant to such retirement plans;

The product of (1) the incentive payment and (2) a fraction,

the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs

as of the date of termination, and the denominator of which is 365;

If applicable, the present value of the amount equal to the

sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee

the year prior to Termination.

In addition, all stock

options and warrants outstanding as of the date of termination and held by the executive shall vest in full and become immediately exercisable

for the remainder of their full term;

all restricted stock shall no longer be restricted to the extent permitted by law, and the Company

will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible.

The Employment Agreements

Sheridan and Mr.

Melnik provide that, to the extent any payment under the Employment Agreement to the executive is subject to the

excise tax imposed by section 4999 of the Internal Revenue Code, the executive is entitled to a gross-up payment from the Company to reimburse

the executive for additional federal, state and local taxes imposed on executive by reason of the excise tax and the Company’s payment

of the initial taxes on such amount.

The Company is also required to bear the costs and expenses of any proceeding with any taxing authority

in connection with the imposition of any such excise tax.

Outstanding Equity Awards at Fiscal Year-End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Number of Shares of Common Stock Underlying Unexercised Options

Number of Securities Underlying Unexercised Options

Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned

Option Exercise Price

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That

Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other

Rights That Have Not Vested

Gareth Sheridan, CEO

January 21, 2025

currently have no plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.

Equity Awards at Fiscal Year-End

are no outstanding equity awards at January 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table provides information as to shares of common stock beneficially owned as of April 1, 2021, by:

Each director;

Each current officer

named in the summary compensation table;

Each person owning

of record or known by us, based on information provided to us by the persons named below, at least 5% of our common stock;

All directors and

officers as a group.

purposes of the following table, “beneficial ownership”

means the sole or shared power to vote, or to direct the voting

of, a security, or sole or shared investment power with respect to a security, or any combination thereof, and the right to acquire

such power (for example, through the exercise of warrants granted by us) within 60 days of April 1, 2021.

At April 1, 2021, 6,356,269

shares of common stock were outstanding.

and Address 1 of Beneficial Owner

Amount and Nature of Beneficial Ownership

Serguei Melnik, President

January 21, 2025

Alan Smith, COO

January 21, 2025

Gerald Goodman, CFO

January 21, 2025

Gerald Goodman, CFO

October 22, 2024

Jeff Patrick, CSO

January 21, 2025

(1) The amounts reported represent

the aggregate grant-date fair value of stock options awarded to certain directors in 2022, calculated in accordance with Financial Accounting

Standards Board, Accounting Standards Codification Topic 718, or ASC Topic 718.

The amounts presented do not correspond to the actual

value that may be recognized by the named director upon vesting of the applicable awards.

Any bonuses granted in the

future will relate to meeting certain performance criteria that are directly related to areas within the named executive’s responsibilities

with the Company.

As we continue to grow, more defined bonus programs may be established to attract and retain our employees at all levels.

Other Director Compensation

There are no agreements or

arrangements by which any directors or nominees are to receive compensation or other payments from third parties in return for serving

on the Board of Directors.

Pension Benefits

We currently have no plans

that provide for payments or other benefits at, following, or in connection with retirement of our officers.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table provides

information concerning the beneficial ownership of the Company’s common Stock by each director and nominee for director, certain

executive officers, and by all directors and officers of the Company as a group as of the Record Date.

In addition, the table provides

information concerning the current beneficial owners, if any, known to the Company to hold more than five percent (5%) of the outstanding

common Stock of the Company.

The amounts and percentage of stock beneficially owned are reported

based on regulations of the securities and Exchange Commission (“SEC”) governing the determination of beneficial ownership

of securities.

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has

or shares “voting power,” which includes the power to dispose of or to direct the disposition of such security.

also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days

after December 15, 2021.

Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person

may be deemed a beneficial owner of securities in which he has no economic interest.

The percentage of common stock beneficially owned

is based on 7,821,176 shares of common stock outstanding as of April 22, 2022.

Name and Address of Beneficial Owner (1)

Owned Directly

Securities Owned

Gareth Sheridan(5)

Vitalie Botgros

Serguei Melnik(2)(5)

Sean Gallagher

Stefan Mancas

Stefani Mancas(5)

Mark Hamilton(5)

1 unchanged sentence

Jeff Patrick(3)(5)

Patrick Ryan(5)

Allan Smith(5)

Gerald Goodman(4)(5)

Larry Dillaha(5)

All officers and directors as a group (11 individuals)

Less than One (1%)

The address is c/o

Nutriband, Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

Includes 100,000

shares owned by Mr.

Melnik’s wife, as to which Mr.

Melnik disclaims beneficial interest, and 100,000 shares owned by

each of his two minor children.

Includes 21,072

shares owned by Strategic Pharmaceutical Consulting, with respect to which Dr.

Jeff Patrick, chief scientific officer, has

the power to vote and dispose of the shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

the year ended January 31, 2021, Serguei Melnik, our chief financial officer, and Dr.

Alan Smith, our chief operating officer,

advanced us $18,128, all of which was repaid.

As of January 31, 2021, the amounts due the officers was $-0-.

January 31, 2020, we issued 8,572 shares to each of Sean Gallagher and to Strategic Pharmaceutical Consulting LLC, which is controlled

by Jeff Patrick, for services rendered by Mr.

Less than One (1%) Percent.

The address for each director and officer, unless indicated otherwise, is c/o Nutriband, Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

Includes 25,000 shares owned by Mr.

Melnik’s wife, as to which

Melnik disclaims beneficial interest, and 25,000 shares owned by each of his two minor children.

Includes 21,072 shares owned by Strategic Pharmaceutical Consulting, with respect to which Dr.

Jeff Patrick, chief scientific officer, has the power to vote and dispose of the shares.

Patrick was granted a three-year option under the Company’s 2021 Employee Stock Option Plan on January 21, 2022, to purchase 10,000 shares of common stock at an exercise price of $4.85 per share.

Gerald Goodman holds 22,500 shares directly and was granted a three-year option under the Company’s 2021 Employee Stock Option Plan on November 20, 2021 to purchase 10,000 shares of common stock at an exercise price of $4.85 per share.

Goodman also was issued on October 22, 2021 a stock purchase warrant for the purchase of 75,000 shares of common stock, exercisable at $4.90 per share.

On January 21, 2022, the Board of Directors approved three-year stock option grants under the Company’s 2021 Employee Stock Option Plan for an aggregate of 118,500 shares of common stock to employees and directors as compensation for services rendered in fiscal 2021, at a $4.85 per share option price, except those options issued to Gareth Sheridan and Serguei Melnik, which are exercisable at $5.34 per share.

To our knowledge, all beneficial

owners named in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Changes in Control

We are unaware of any contract or other arrangement the operation of

which may at a subsequent date result in a change in control of our company.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Issuance of Stock Options to Directors and Management

During the year ended January

31, 2021, Serguei Melnik, a director and our former chief financial officer, and Dr.

Alan Smith, our chief operating officer, advanced

us $18,128, all of which was repaid.

As of January 31, 2021, the amount due each of these officers is $-0-.

On January 31, 2020, we issued 8,572 shares to

each of Sean Gallagher and to Strategic Pharmaceutical Consulting LLC, which is controlled by Jeff Patrick, for services rendered by Mr.

Gallaher and Dr.

Patrick valued at $120,000.

These issuances were made pursuant

to employment agreements with Mr.

These issuances were made pursuant to employment agreements with Mr.

Gallagher and Dr.

Patrick which provide for annual compensation of $60,000 and represented compensation

for the years ended December 31, 2019 and 2018.

January 5, 2021, the Company issued the following numbers of shares common stock to Company officers and members of its Board

of Directors.

All stock issuances were valued by the Board at $15.00 per share.

which provide for annual compensation of $60,000 and represented compensation for the years ended December 31, 2019 and 2018.

During the year ended January 31, 2021, Serguei

Melnik, our chief financial officer, and Dr.

Alan Smith, our chief operating officer, advanced us $18,128, all of which was repaid.

of January 31, 2021, the amounts due the officers was $-0-.

On January 5, 2021, the Company issued the following

numbers of shares common stock to Company officers and members of its Board of Directors.

All stock issuances were valued by the Board

at $15.00 per share.

Gareth Sheridan, CEO and Director

6 unchanged sentences

Mark Hamilton, Director

Stefan Mancass, Director

Stefani Mancas, Director

Vsevolod Grigore, Director

6 unchanged sentences

Former directors.

of our directors, Radu Bujoreanu, Steven P.

Damon, Mark Hamilton, Stefan Mancas and Vsevolod Grigore, are independent directors

based on the NASDAQ definition of independent director.

On January 21, 1022, the Company’s Board

approved issuances as set forth below to officers and directors of stock option awards under the Corporation’s 2021 Employee Stock

Option Plan which was approved by stockholders at the Annual Meeting and established the exercise price for the awards using the fair

value of the common stock closing price as of January 21, 2022.

The exercise price for Gareth Sheridan and Serguei Melnik was $5.34 per

the terms of the Plan.

Number of Shares

Per Share Exercise Price

Consideration

Serguei Melnik