NutriBand Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA NUTRIBAND INC. January 31, 2022 Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm(PCAOB ID: 3627 ) F-2 - F-3 Consolidated Balance Sheets at January 31, 2022 and 2021 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2022 and 2021 F-5 Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the years ended January 31, 2022 and 2021 F-6 Consolidated Statements of Cash Flows for the years ended January 31, 2022 and 2021 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Nutriband Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nutriband Inc. and Subsidiaries (“the Company”) as of January 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate audit opinion on the critical audit matters or on the accounts or disclosures to which it relates. Long-Lived Asset Impairment Assessment Critical Audit Matter Description As described in note 2 to the consolidated financial statements, the Company performs impairment testing for its long-lived assets when events or changes in circumstances indicate that its carrying amount may not be recoverable and exceeds its fair value. Due to challenging industry and economic conditions, the Company tested its long-lived assets during the year ended January 31, 2022. We identified the evaluation of the impairment analysis for long-lived assets as a critical audit matter because of the significant estimates and assumptions management used in the related cash flow analysis. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort. F- 2 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the following: ● Testing management’s process for developing the fair value estimate. ● Evaluating the appropriateness of the cash flow model used by management. ● Testing the completeness and accuracy of underlying data used in the fair value estimate. ● Evaluating the significant assumptions used by management related to revenues, gross margin, other operating expenses, income taxes and long-term growth rate to discern whether they are reasonable considering (i) the current and past performance of the entity; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. ● Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the discounted cash flow model and discount rate assumptions. Goodwill Impairment Assessment Critical Audit Matter Description As described in note 2 to the consolidated financial statements, the Company tests goodwill for impairment annually at the reporting unit level, or more frequently, if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are tested for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value and carrying amount, not to exceed the associated carrying amount of goodwill. The Company’s annual impairment test occurred on January 31, 2022. We identified the evaluation of the impairment analysis for goodwill as a critical audit matter because of the significant estimates and assumptions management used in the discounted cash flow analysis performed by management to determine fair value of the reporting unit. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the following: ● Testing management’s process for developing the fair value estimate. ● Evaluating the appropriateness of the discounted cash flow model used by management. ● Testing the completeness and accuracy of underlying data used in the fair value estimate. ● Evaluating the significant assumptions used by management related to revenues, gross margin, other operating expenses, income taxes, long term growth rate, and discount rate to discern whether they are reasonable considering (i) the current and past performance of the entity; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. ● Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the discounted cash flow model and discount rate assumptions. /s/ Sadler, Gibb & Associates, LLC We have served as the Company’s auditor since 2016. Draper, UT April 28, 2022 F- 3 NUTRIBAND INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS January 31, 2022 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,891,868 $ 151,993 Accounts receivable 71,380 109,347 Inventory 131,648 52,848 Prepaid expenses 370,472 - Total Current Assets 5,465,368 314,188 PROPERTY & EQUIPMENT-net 979,297 1,076,626 OTHER ASSETS: Goodwill 5,349,039 7,529,875 Right of use asset 19,043 - Intangible assets-net 926,913 1,006,730 TOTAL ASSETS $ 12,739,660 $ 9,927,419 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 639,539 $ 940,612 Deferred revenue 106,267 86,846 Operating lease liability 19,331 - Notes payable-related party, net - 1,402,523 Finance lease liabilities-current portion - 24,740 Notes payable-current portion 14,119 113,885 Total Current Liabilities 779,256 2,568,606 LONG-TERM LIABILITIES: Note payable-net of current portion 101,119 150,063 Finance lease liabilities-net of currnt portion - 96,804 Total Liabilities 880,375 2,815,473 Commitments and Contingencies - - STOCKHOLDERS’ EQUITY: Preferred stock, $ .001 par value, 10,000,000 shares authorized, - 0 - outstanding - - Common stock, $ .001 par value, 250,000,000 shares authorized; 7,871,359 and 6,256,770 shares issued at January 31, 2022 and 2021, 7,843,234 and 6,256,770 shares outstanding at January 31, 2022 and 2021, respectively 7,843 6,257 Additional paid-in-capital 29,967,444 18,871,098 Subscription payable - 70,000 Accumulated other comprehensive loss ( 304 ) ( 304 ) Treasury stock, 28,125 shares at cost ( 104,467 ) - Accumulated deficit ( 18,011,231 ) ( 11,835,105 ) Total Stockholders’ Equity 11,859,285 7,111,946 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 12,739,660 $ 9,927,419 F- 4 NUTRIBAND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended January 31, 2022 2021 Revenue $ 1,422,154 $ 943,702 Costs and expenses: Cost of revenues 917,844 627,378 Research and development expenses 411,383 - Goodwill impairment 2,180,836 - Selling, general and administrative expenses 4,022,824 2,912,269 Total Costs and Expenses 7,532,887 3,539,647 Loss from operations ( 6,110,733 ) ( 2,595,945 ) Other income (expense): Gain (loss) on extinguishment of debt 53,028 ( 9,162 ) Early prepayment fee on convertible debentures - ( 69,131 ) Gain on change of fair value of derivative - 22,096 Interest expense ( 118,421 ) ( 280,686 ) Total other income (expense) ( 65,393 ) ( 336,883 ) Loss before provision for income taxes ( 6,176,126 ) ( 2,932,828 ) Provision for income taxes - - Net loss ( 6,176,126 ) ( 2,932,828 ) Deemed dividend related to warrant round-down ( 196,589 ) - Net loss attributable to common shareholders $ ( 6,372,715 ) $ ( 2,932,828 ) Net loss per share of common stock-basic and diluted $ ( 0.94 ) $ ( 0.51 ) Weighted average shares of common stock outstanding - basic and diluted 6,799,624 5,770,944 Other Comprehensive Loss: Net loss $ ( 6,372,715 ) $ ( 2,932,828 ) Foreign currency translation adjustment - - Total Comprehensive Loss $ ( 6,372,715 ) $ ( 2,932,828 ) F- 5 NUTRIBAND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Additional Accumulated Other Number of Paid In Comprehensive Accumulated Subscription Treasury Year Ended January 31, 2022 Total shares Amount Capital Income(Loss) Deficit Payable Stock Balance, February 1, 2021 $ 7,111,946 6,256,772 $ 6,257 $ 18,871,098 $ ( 304 ) $ ( 11,835,105 ) $ 70,000 $ - Common stock issued for proceeds and payment for license 640,000 81,396 81 699,919 - - ( 60,000 ) - Proceeds from sale of common stock and warrants in public offering 5,836,230 1,056,000 1,056 5,835,174 - - - - Proceeds from exercise of warrants 2,942,970 392,396 392 2,942,578 - - - - Cashless exercise of warrants - 14,869 15 ( 15 ) - - - - Common stock issued for note payable 100,000 17,182 17 99,983 - - - - Common stock issued for services 466,900 28,102 28 476,872 - - ( 10,000 ) - Common stock issued for settlement of liabilities 144,000 24,642 25 143,975 - - - - Warrants issued for services 365,000 - - 365,000 - - - - Treasury stock repurchased ( 104,467 ) ( 28,125 ) ( 28 ) 28 ( 104,467 ) Employee stock options issued for services 532,832 - - 532,832 - - - - Warrants issued for round down settlement 196,589 - - 196,589 - - - - Deemed dividend from warrants ( 196,589 ) - - ( 196,589 ) - - - - Net loss for the year ended January 31, 2022 ( 6,176,126 ) - - - - ( 6,176,126 ) - - Balance, January 31, 2022 $ 11,859,285 7,843,234 $ 7,843 $ 29,967,444 $ ( 304 ) $ ( 18,011,231 ) $ - $ ( 104,467 ) Common Stock Additional Accumulated Other Number of Paid In Comprehensive Accumulated Subscription Treasury Year Ended January 31, 2021 Total shares Amount Capital Income(Loss) Deficit Payable Stock Balance, February 1, 2020 $ 175,433 5,441,100 $ 5,441 $ 9,072,573 $ ( 304 ) $ ( 8,902,277 ) $ - $ - Proceeds from sale of common stock and warrants 515,108 46,828 47 515,061 - - - - Issuance of common stock for acquisition 6,085,180 608,519 609 6,084,571 - - - - Issuance of common stock for services 2,004,875 135,325 135 2,004,740 - - - - Issuance of common stock for note payable 287,500 25,000 25 287,475 - - - - Subscription payable for cash 60,000 - - - - - 60,000 - Subscription payable for services 10,000 - - - - - 10,000 - Reclassification of warrants from liability to equity 906,678 - - 906,678 - - - - Net loss for the year ended January 31, 2021 ( 2,932,828 ) - - - - ( 2,932,828 ) - - Balance, January 31, 2021 $ 7,111,946 6,256,772 $ 6,257 $ 18,871,098 $ ( 304 ) $ ( 11,835,105 ) $ 70,000 $ - F- 6 NUTRIBAND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended January 31, 2022 2021 Cash flows from operating activities: Net loss $ ( 6,176,126 ) $ ( 2,932,828 ) Adjustments to reconcile net loss to net cash used in operating activities: Expenses paid on behalf of the Company by related party - 12,627 Depreciation and amortization 308,741 160,108 Amortization of debt discount 97,477 272,130 Gain on change in fair value of derivative - ( 22,096 ) Early prepayment fee on convertible debentures - 69,131 Amortization of right of use asset 9,522 9,610 (Gain) loss on extinguisment of debt ( 53,028 ) 9,162 Common stock issued for services 466,900 2,004,875 Goodwill impairment 2,180,836 - Stock-based compensation-options 532,832 - Stock-based compensation-warrants 365,000 - Subscription payable - 10,000 Changes in operating assets and liabilities: Accounts receivable 42,967 ( 94,753 ) Prepaid expenses ( 370,472 ) 20,167 Inventories ( 78,800 ) ( 10,235 ) Deferred revenue 19,421 59,995 Operating lease liability ( 9,234 ) ( 10,050 ) Accounts payable and accrued expenses ( 145,259 ) 145,102 Net Cash Used In Operating Activities ( 2,809,223 ) ( 297,055 ) Cash flows from investing activities: Cash received from acquisition - 66,994 Purchase of equipment ( 81,595 ) - Net Cash Provided by (used in) Investing Activities ( 81,595 ) 66,994 Cash flows from financing activities: Proceeds from sale of common stock 583,000 515,108 Proceeds from sale of common stock in public offering 5,836,230 - Proceeds from exercise of warrants 2,942,970 - Proceeds from stock subscription - 60,000 Proceeds from notes payable - 194,870 Payment on convertible debt - ( 339,131 ) Payment on note payable ( 5,496 ) ( 8,935 ) Payment on related party note payable ( 1,500,000 ) - Payment on finance leases ( 121,544 ) ( 8,345 ) Purchase of treasury stock ( 104,467 ) - Proceeds from related parties - 5,500 Payment of related party payables - ( 47,194 ) Net Cash Provided by Financing Activities 7,630,693 371,873 Effect of exchange rate on cash - - Net change in cash 4,739,875 141,812 Cash and cash equivalents - Beginning of period 151,993 10,181 Cash and cash equivalents - End of period $ 4,891,868 $ 151,993 Supplementary information: Cash paid for: Interest $ 18,598 $ 11,555 Income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Common stock issued for settlement of notes payable $ 100,000 $ 287,500 Common stock issued for prepaid consulting $ 400,000 $ - Non-cash payment for license agreement $ 57,000 $ - Derivative liability warrant reclassed to equity $ - $ 906,678 Common stock issued for subscription payable $ 70,000 $ - Common stock and note issued in acquisition $ - $ 7,418,073 Common stock issued for settlement of liabilities $ 144,000 $ - Deemed dividend in connection with warrant round down $ 196,589 $ - Cashless exercise of warrant $ 15 $ - Adoption of ASC 842 Operating lease asset and liability $ 28,565 $ - F- 7 NUTRIBAND INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements as of and for the Years Ended January 31, 2022 and 2021 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Nutriband Inc. (the “Company”) is a Nevada corporation, incorporated on January 4, 2016. In January 2016, the Company acquired Nutriband Ltd, an Irish company which was formed by the Company’s chief executive officer in 2012 to enter the health and wellness market by marketing transdermal patches. References to the Company relate to the Company and its subsidiaries unless the context indicates otherwise. On August 1, 2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics. The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics. The former owner resigned as a director in January 2022. 4P Therapeutics is engaged in the development of a series of transdermal pharmaceutical products, that are in the preclinical stage of development. Prior to the acquisition of 4P Therapeutics, the Company’s business was the development and marketing of a range of transdermal consumer patches. Most of these products are considered drugs in the United States and cannot be marketed in the United States without approval by the Food and Drug Administration (the “FDA”). The Company entered a feasibility agreement as an initial step to seek FDA approval of its consumer transdermal products and its consumer products which are not being marketed in the United States. With the acquisition of 4P Therapeutics, 4P Therapeutics’ drug development business became the Company’s principal business. The Company’s approach is to use generic drugs that are off patent and incorporate them into the Company’s transdermal drug delivery system. Although these medications have received FDA approval in oral or injectable form, the Company needs to conduct a transdermal product development program which will include the preclinical and clinical trials that are necessary to receive FDA approval before we can market any of our pharmaceutical products. On August 25, 2020, the Company formed Pocono Pharmaceuticals Inc. (“Pocono Pharmaceuticals”), a wholly owned subsidiary of the Company. On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical, Cosmetic, and Nutraceutical business of Pocono Coated Products LLC (“PCP”). The net assets were contributed to Pocono Pharmaceuticals. Included in the transaction the Company also acquired 100 % of the membership interests of Active Intelligence LLC (“Active Intelligence”). See Note 3 for further details of the acquisition. Pocono Pharmaceuticals is a coated products manufacturing entity organized to take advantage of unique process capabilities and experience. Pocono helps their customer with product design and development along with manufacturing to bring new products to market with minimal capital investment. Pocono Pharmaceutical’s competitive edge is a low-cost manufacturing base: a result of its unique processes and state of the art material technology. Active Intelligence manufactures activated kinesiology tape. The tape has transdermal and topical properties. This tape is used as the same as traditional kinesiology tape. In December 2019, COVID-19 emerged and has subsequently spread world-wide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mediating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining people who may have been exposed to the virus. The effect of these orders, government imposed quarantines and measures the Company would take, such as work-at-home policies, may negatively impact productivity, disrupt our business and could delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and disruptions in our operations could negatively impact our business, operating results and financial condition. Fur ther, quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns, or other restrictions on the conduct of business could occur, related to COVID-19 or other infectious diseases could impact personnel at third-party manufacturing facilities in the United States and other countries, or the availability or cost of materials, which could disr upt our supply chain. F- 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern As of January 31, 2022, the Company believes the substantial doubt about its status as a going concern has been resolved. The going concern conditions that caused substantial doubt no longer exist as the Company has positive cash flow during the last year and as of January 31, 2022, has positive working capital. In October 2021, the Company consummated a public offering and received net proceeds of $ 5,836,230 . The Company also received $ 2,942,970 of proceeds from the exercise of warrants. Management retired most of its debt and other current obligations. Management has implemented other plans to alleviate the substantial doubt. These plans include a substantial increase in projected sales commitments. These factors did not exist in prior years during its start-up operations. The Company’s recent history of losses has continued but future positive cash flow projections due to its management’s plans which includes its acquisition in the latter part of 2020 will enable the Company to alleviate the substantial doubt about the Company’s ability to continue as a going concern. Management’s plans have been currently implemented. The plans enable the Company to meet its obligations for at least one year from the date when the financial statements are issued. Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. The operations of 4P Therapeutics are included in the Company’s financial statements from the date of acquisition of August 1, 2018 , and the operations of Pocono and Active Intelligence are included in the Company’s financial statements from the date of acquisition of September 1, 2020. The wholly owned subsidiaries are as follows: Nutriband Ltd. 4P Therapeutics LLC Pocono Pharmaceuticals Inc. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases i ts estimates on historical experience and on other various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not read ily apparent from other sources. Actual results could differ from those estimates. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company adopted the guidance under the new revenue standards using the modified retrospective method effective February 1, 2018 and determined no cumulative effect adjusted to retained earnings was necessary upon adoption. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. F- 9 Revenue Types The following is a description of the Company’s revenue types, which include professional services and sale of goods: ● Service revenues include the contract of research and development related services with the Company’s clients in the life sciences field on an as-needed basis. Deliverables primarily consist of detailed findings and conclusion reports provided to the client for each given research project engaged. ● Product revenues are derived from the sale of the Company’s consumer transdermal and coated products. Upon the reception of a purchase order, we have the order filled and shipped. Contracts with Customers A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that t are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract Liabilities Deferred revenue is a liability related to a revenue producing activity for which revenue has not been recognized. The Company records deferred revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types, the performance obligation is satisfied at different times. The Company’s performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When we perform professional service work, we recognize revenue when we have the right to invoice the customer for the work completed, which typically occurs over time on a monthly basis for the work performed during that month. All revenue recognized in the income statement is considered to be revenue from contracts with customers. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by type and by geographical location. See the tables: Years Ended January 31, 2022 2021 Revenue by type Sale of goods $ 1,179,620 $ 737,519 Services 242,534 206,183 Total $ 1,422,154 $ 943,702 Years Ended January 31, 2022 2021 Revenue by geographic location: United States $ 1,335,554 $ 360,378 Foreign 86,600 583,324 $ 1,422,154 $ 943,702 F- 10 Accounts receivable Trade accounts receivables are recorded at the net invoice value and are not interest bearing. The Company maintains allowances for doubtful accounts for estimated losses from the inability of its customers to make required payments. The Company determines its allowances by both specific identification of customer accounts where appropriate and the application of historical loss to non-applicable accounts. For the years ended January 31, 2022 and 2021, the Company recorded no bad debt expense for doubtful accounts related to account receivable. Inventories Inventories are valued at the lower of cost and reasonable value determined using the first-in, first-out (FIFO) method. Net realized value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The cost of finished goods and work in process is comprised of material costs, direct labor costs and other direct costs and related production overheads (based on normal operating capacity). As of January 31, 2022 and 2021, 100 % of the inventory consists of raw materials. Property, Plant and Equipment Property and equipment represent an important component of the Company’s assets. The Company depreciates its plant and equipment on a straight-line basis over the estimated useful life of the assets. Property, plant and equipment is stated at historical cost. Expenditures for minor repairs, maintenance and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 20 years as follows: Lab Equipment 5 - 10 years Furniture and fixtures 3 years Machinery and equipment 10 - 20 years Intangible Assets Intangible assets include trademarks, intellectual property and customer base acquired through business combinations. The Company accounts for Other Intangible Assets under the guidance of ASC 350, “Intangibles-Goodwill and Other.” The Company capitalizes certain costs related to patent technology. A substantial component of the purchase price related to the Company’s acquisitions have also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years . Goodwill Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually on January 31, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceeds their fair value. The Company does not amortize goodwill in accordance with ASC 350. In connection with the Company’s acquisition of 4P Therapeutics LLC in 2018, the Company recorded Goodwill of $ 1,719,235 . On August 31, 2020, in connection with the Company’s acquisition of the PCP Assets and Active Intelligence, the Company recorded Goodwill of $ 5,810,640 . During the year ended January 31, 2022, the Company recorded an impairment charge of $ 2,180,836 reducing the PCP Assets and Active Intelligence goodwill to $ 3,629,813 . The write down of goodwill is attributable primarily to the effect of the pandemic. COVID-19, unmet sales expectations, and other factors the Company determined resulted in the impairment. The valuation of the reporting unit does not exceed the carrying amount using the value in use or the going concern premise. As of January 31, 2022 and 2021, goodwill amounted to $ 5,349,039 and $ 7,529,875 , respectively. F- 11 Long-lived Assets Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related book value. Earnings per Share Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of January 31, 2022, and 2021, there were 1,288,432 and 141,830 common stock equivalents outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and, since February 1, 2019, non-employees, are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of February 1, 2019, pursuant to ASC 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. Business Combinations The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the accounting literature. In accordance with this guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated to the individual assets acquired and liabil ities assumed based on their estimated fair value. Leases In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), to provide a new comprehensive model for lease accounting under this guidance, lessees and lessors should apply a “right-of-use” model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance-sheet leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The Company adopted ASU 2016-02 as amended effective February 1, 2019 using the modified retrospective approach. In connection with the adoption, the Company elected to utilize the Comparative Under 840 Option whereby the Company will continue to present prior period financial statements and disclosures under ASC 840. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting. F- 12 Research and Development Expenses Research and development costs are expensed as incurred. Income Taxes Taxes are calculated in accordance with taxation principles currently effective in the United States and Ireland. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company’s cash and cash equivalents are concentrated primarily in banks. At times, such deposits could be in excess of insured limits. Management believes that the financial institutions that hold the Company’s financial instruments are financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments. As of and for the year ended January 31, 2022, three customers accounted for 19%, 17% and 13% of the Company’s revenues and three customers accounted for 58%, 21% and 17% of accounts receivable. As of and for the year ended January 31, 2021, one customer accounted for 62% of the Company’s revenues and two customers accounted for 67% and 13% of accounts receivable. Fair Value Measurements FASB ASC 820, “Fair Value Measurements and Disclosure” (“ASC 820”), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value. The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 -Observable inputs such as quoted market prices in active markets. Level 2 -Inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 -Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. F- 13 Reclassification The Company has reclassified prior year amounts to show the allocation of depreciation expense to cost of goods sold. Recent Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which modifies ASC 740 to reduce complexity or improving the usefulness of the information provided to the users of financial statements. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021. The Company adopted ASU 2019-12 on February 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the guidance in U.S. GAAP on the issuer’s accounting for convertible debt instruments. ASU 2020-06 is effective for annual reporting periods beginning after January 1, 2021. The Company adopted ASU 2020-06 on February 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies how to properly account for deferred revenue in a business combination. ASU 2021-08 is effective for periods after December 15, 2022. The Company does not believe the adoption of ASU 2021-08 will have a material effect on the Company’s consolidated financial statements. The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration. 3. ACQUISITION OF BUSINESS On August 31, 2020, the Company entered into a Purchase Agreement (“Agreement”), with Pocono Coated Products (“PCP”), pursuant to which PCP agreed to sell the Company certain of the assets and liabilities associated with its Transdermal, Topical, Cosmetic, and Nutraceutical business, including: (1) all the equipment, intellectual property and trade secrets, cash balances, receivables, bank accounts and inventory, free and clear of all liens, except for certain lease obligations, and (2), a 100 % membership interest in Active Intelligence, LLC (collectively the “Assets”). The net assets acquired were contributed to Pocono Pharmaceuticals Inc, a newly formed wholly owned subsidiary of the Company. The purchase price for the Assets was (i) $ 6,085,180 paid with the issuance of 608,519 shares in the Company’s common stock of Nutriband at a value of the average price of the previous 90 days at the date of Closing (the “Shares”), and (ii) a promissory note of the Company, net of debt discount, in the principal amount, of $ 1,332,893 (the Note”) which is due upon the earlier of (a) twelve (12) months from issuance, or (b) immediately following a capital raise of not less than $ 4,000,000 and/or a public offering of no less than $ 4,000,000 . Michael Myer, the CEO of PCP, has been elected to the Board of Directors of the Company for period of one year at the annual meeting of shareholders of the Company held in October 2020. The Agreement provides that it is effective August 31, 2020, on which date the parties also entered into an escrow agreement (the “Escrow Agreement”), with legal counsel serving as the escrow agent, providing for holding of the Note, certificate for the shares, and title to the Assets (held in a special purpose subsidiary) as collateral security for completion of all closing conditions under the Agreement. On that date, the parties also entered into a security agreement granting PCP a security interest in all proceeds of the Assets held as collateral under the Escrow Agreement. The purpose of the Company entering into the transaction is to enhance the transdermal products operations of the Company. The fair value of consideration given was allocated to the net tangible assets acquired. Under U.S. GAAP, both the PCP segment and Active Intelligence were considered to be businesses and, as such, the transaction was accounted for under the acquisition method of accounting. F- 14 Details of the net assets acquired are as follows: Fair value Recognized on Acquisition Common stock issued $ 6,085,180 Note payable issued 1,332,893 $ 7,418,073 Cash $ 66,994 Accounts receivable 1,761 Inventory 42,613 Equipment and fixtures 1,056,935 Customer base 177,600 Intellectual property and trademarks 583,200 Goodwill 5,810,640 Accounts payable and accrued expenses ( 26,104 ) Deferred revenue ( 26,851 ) Debt ( 268,715 ) Net assets acquired $ 7,418,073 The following unaudited pro forma condensed financial information presents the combined results of operations of the Company and the two businesses acquired from PCP, Pocono and Active Intelligence, as if the acquisition occurred as part of the beginning of cash period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition occurred at the beginning of the period presented and should not be taken as being representation of the future consolidated results of operations of the Company. Year Ended January 31, 2021 As Reported Proforma Net revenue $ 943,702 $ 1,369,761 Net loss ( 2,932,828 ) ( 3,001,178 ) Loss per common share - basic and diluted ( 0.51 ) ( 0.52 ) 4. PROPERTY AND EQUIPMENT January 31, 2022 2021 Lab equipment $ 144,585 $ 144,585 Machinery and equipment 1,138,530 1,056,935 Furniture and fixtures 19,643 19,643 1,302,758 1,221,163 Less: Accumulated depreciation ( 323,461 ) ( 144,537 ) Net Property and Equipment $ 979,297 $ 1,076,626 Depreciation expense amounted to $ 178,924 and $ 91,338 for the years ended January 31, 2022 and 2021, respectively. During the years ended January 31, 2022 and 2021, depreciation expense of $ 113,000 and $ 45,000 , respectively, have been allocated to cost of goods sold. F- 15 5. INCOME TAXES The Company adopted the provisions of ASC 740, “Income Taxes, (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions, and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability or uncertain tax positions, the Company will also setup a liability for interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. There is no U.S. tax provision due to losses from U.S. operations for the years ended January 31, 202 2 and 2021. Deferred income taxes are provided for the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities. The principal item giving rise to deferred taxes is the net operating loss carryforward in the U.S. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized. The provision for income taxes consists of the following: Years Ended January 31, 2022 2021 Current Federal $ - $ - Foreign - - Deferred Federal - - Foreign - - A reconciliation of taxes on income computed at the federal statutory rate to amounts provided is as follows: Years Ended January 31, 2022 2021 Book income (loss from operations) $ ( 1,296,987 ) $ ( 615,894 ) Common stock issued for services 286,594 421,024 Impairment expense 457,976 - Unused operating losses 552,417 194,870 Income tax expense $ - $ - As of January 31, 2022, the Company recorded a deferred tax asset associated with a net operating loss (“NOL”) carryforward of approximately $ 7,700,000 that was fully offset by a valuation allowance due to the determination that it was more likely than not that the Company would be unable to utilize those benefits in the foreseeable future. The Company’s NOL expires in 2039 . The tax effect of the valuation allowance increased by approximately $ 1,250,000 during the year ended January 31, 2022. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) significantly revised U.S. corporate income tax law by, among other things, reducing the corporate rate from 34% to 21%. Because the Company recognizes a valuation allowance for the entire balance, there is no net impact to the Company’s balance sheet or results of operations. The types of temporary differences between tax basis of assets and liabilities and their financial reporting amounts that give rise to the deferred tax liability and deferred tax asset and their approximate tax effects are as follows: F- 16 6. NOTES PAYABLE/CONVERTIBLE DEBT Notes Payable On March 21, 2020, the Coronavirus Aid Relief and Economic Security Act (“CARES ACT” was enacted. The CARES ACT established the Paycheck Protection Program (“PPP”) which funds small businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and interest if the proceeds are used for eligible payroll costs, rent and utility costs. On June 17, 2020, the Company’s subsidiary, 4P Therapeutics, was advanced $34,870 under the PPP, all of which was forgiven as of April 30, 2021. The Company recorded a gain on the extinguishment of debt of $34,870 during the year ended January 31, 2022. In July 2020, a minority shareholder made an additional loan to the Company in the amount of $ 100,000 . The loan is interest-free and due upon demand. In October 2021, the loan was converted into 17,182 common shares of the Company. The shares were issued at fair market value and no gain or loss was recorded for the transaction. Active Intelligence, the Company’s newly acquired subsidiary, entered into an agreement with the Carolina Small Business Development Fund for a line of credit of $ 160,000 due October 16, 2029, with interest of 5 % per year. The amount assumed in Note 3 was $ 139,184 . The loan requires monthly payments of principal and interest of $ 1,697 . During the year ended January 31, 2022, principal and interest payments of $ 8,344 were forgiven under the Cares Act. The amount, $ 8,344 , has been recorded as a gain on the forgiveness of debt. As of January 31, 2022, the amount due was $ 115,238 , of which $ 14,119 is current. Finance Leases Pocono has two finance leases secured by equipment. The leases mature in 2025 and 2026. The incremental borrowing rate is 5.0 %. The amount due on the leases was $ 121,544 , all of which was paid during the year ended January 2022. Related Party Payable On August 31, 2020, in connection with the Company’s acquisition of Pocono Products LLC, the Company issued to Pocono Coated Products LLC a promissory note, net of debt discount, in the amount of $1,332,893 with interest accruing at an annual rate of 0.17%, due on August 28, 2021, or immediately following the earlier of a capital raise of no less than $4,000,000 and/or a public offering of no less than $4,000,000. Pocono Coated Products LLC, a related party, is a shareholder of the Company. During the nine months ended October 31, 2021, the Company recorded amortization of debt discount of $ 97,477 . In October 2021, the note in the amount of $ 1,500,000 was paid in full. Convertible Debt On October 30, 2019, the Company entered into a securities purchase agreement with two investors pursuant to which the Company issued to the investors (i) 6% one-year convertible promissory notes in the principal amount of $270,000 and (ii) three-year warrant to purchase 50,000 shares of common stock at an exercise price equal to the lesser of (i) $20.90 or (ii) if the Company completes a public offering, 110% of the initial public offering price of the common stock in the public offering. The loans contained an original issue discount of $20,000 resulting in gross proceeds from this financing of $250,000. F- 17 The notes are convertible at a conversion price equal to the lesser of (i) the per share price of our common stock offered in a public offering or (ii) the variable conversion price, which is defined as 70% of the lowest trading price of the common stock during the 20 trading days preceding the date of conversion. The conversion price and the percentage of the trading price is subject to downward adjustment in the event the Company fails to comply with the obligations under the notes. The Company has the right to prepay the notes during the 180 days following the issuance of the notes at a premium of 115% of the outstanding principal and interest during the 60 days following the date of issuance of the note, which percentage increases to 125% during the remainder of the 180-day period. The Company is required to pay the notes one business day after the closing of the first to occur of (a) the next public offering of the Company’s securities or (b) the next private placement of the Company’s equity or debt securities in which the Borrower received net proceeds of at least $1.0 million, (c) issuance of securities pursuant to an equity line of credit or (d) a financing with a bank or other institutional lender. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815 -15 Derivative and Hedging. The initial fair of the conversion feature was $ 128,870 and the fair value of the warrants in connection with the notes were valued at $ 888,789 and were recorded based on their relative fair values. A debt discount to the note payables of $ 270,000 and an initial derivative expense of $ 767,650 was recorded. The debt discount will be amortized over the life of the note. Amortization of the debt discount for the year ended January 31, 2020, was $ 202,500 . On March 25, 2020, the Company prepaid the convertible notes in the principal amount of $ 270,000 from the proceeds of a private placement. The total payments, including a prepayment fee of $ 69,131 and accrued interest, was $ 345,565 . As a result of the payment of the notes, the derivative liability, which was $ 928,774 as of January 31, 2020, was reduced to zero. The warrants are no longer a derivative liability based on the notes being paid in full. Interest expense for the year ended January 31, 2022, was $ 118,421 including the amortization of the debt discount of $ 97,477 and interest expense of $ 20,944 . Interest expense for the year ended January 31, 2021, was $ 280,686 including the amortization of debt discount of $ 272,130 and interest expense of $ 8,566 . 7. INTANGIBLE ASSETS As of January 31, 2022 and 2021, intangible assets consisted of intellectual property, customer base, license agreement and trademarks, net of amortization, as follows: January 31, 2022 2021 Customer base $ 314,100 $ 314,100 License agreement 50,000 - Intellectual property 817,400 817,400 Total 1,181,500 1,131,500 Less: Accumulated amortization ( 254,587 ) ( 124,770 ) Net Intangible Assets $ 926,913 $ 1,006,730 In February 2021, the Company acquired an IP license for $ 50,000 , see Note 10 - “Rambam Agreement” for further discussion regarding the license agreement. The value of the intangible assets, consisting of intellectual property, license agreement and customer base has been recorded at their fair value by the Company and are being amortized over a period of three to ten years . Amortization expense for the years ended January 31, 2022, and 2021 was $ 129,817 and $ 68,770 , respectively. Year Ended January 31, 2023 $ 129,776 2024 129,776 2025 113,109 2026 113,109 2027 113,109 2028 and thereafter 328,034 $ 926,913 F- 18 8. RELATED PARTY TRANSACTIONS a) In connection with the acquisition of Pocono, the Company recorded various transactions and operations through Pocono Coated Products LLC, a related entity. During the year ended January 31, 2022, the Company was advanced $ 7,862 in finance payments. As of January 31, 2022, the balance due Pocono was paid in full. The Company also issued a note in the amount of $1,500,000 to Pocono Coated Products LLC. In October 2021, the related party note payable was repaid. See Note 5 for further discussion. b) For services to the Company resulting in a listing on a National Exchange and material capital raise of no less than $ 4 million, the Company will pay the Company’s President and Chief Executive Officer a Milestone bonus of up to $ 50,000 each. Should any transaction include a warrant clause, the President and Chief Executive Officer shall receive a further $ 50,000 bonus for every $ 2 million exercised. For the year ended January 31, 2022, the President and Chief Executive Officer each received $ 100,000 . c) On October 5, 2021, the Company issued 75,000 warrants for services to the Company’s CFO in connection with the Company’s IPO. The warrants are exercisable at $ 4.90 per share and expire in three years . The fair value of the warrants issued was $ 219,000 . d) On October 25, 2021, the Company issued 24,642 shares, valued at $ 144,000 , for services to executive officers in connection with research and development expenses. The shares were issued in settlement of liabilities. e) On January 21, 2022, 163,500 options to purchase shares of the Company’s common stock were issued to executives and directors of the Company at prices of $ 4.85 and $ 5.34 per share. The options vest immediately and expire in three years . The fair value of the options issued for services amounted to $ 472,476 and was expensed during the year ended January 31, 2022. f) During the year ended January 31, 2021, the Company issued 51,825 shares of common stock, valued at $ 777,375 , to executive officers of the Company, based on the market price at the date of issuance, and 78,500 shares of common stock, valued at $ 1,221,500 , to the Company’s current and former independent directors, based on the market price at the date of issuance. The shares were issued on December 31, 2020, at a price of $ 15 per share. 9. STOCKHOLDERS’ EQUITY Preferred Stock On January 15, 2016, the board of directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 10,000,000 shares of Preferred Stock, par value $ 0.001 per share. On May 24, 2019, the board of directors created a series of preferred stock consisting of 2,500,000 shares designated as the Series A Convertible Preferred Stock (“Series A Preferred Stock”). On June 20, 2019, the Series A preferred Stock was terminated, and the 2,500,000 shares were restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such stock is once more designated as part of a particular series by the board of directors. Common Stock On June 25, 2019, the Company effected a one-for-four reverse stock splits, pursuant to which each share of common stock became converted into 0.25 shares of common stock, and the Company decreased its authorized common stock from 100,000,000 to 25,000,000 shares. On January 27, 2020, the Company amended its articles of incorporation to increase its authorized common shares from 25,000,000 shares to 250,000,000 shares. F- 19 Activity during the Year Ended January 31, 2022 (a) On February 25, 2021, in connection with the Company’s License Agreement with Rambam, pursuant to a Stock Purchase Agreement with BPM Inno Ltd (“BPM”), the Company issued 81,396 shares of common stock to BPM and received proceeds of $ 700,000 to be applied to product development expenses under the License Agreement. The Company entered into the Stock Purchase Agreement with BPM in December 2020 and received a payment of $ 60,000 which is included in Stockholders’ Equity as Subscription Payable in the Company’s consolidated balance sheet as of January 31, 2021. In February 2021, BPM advanced a payment for the Company to Rambam in the amount of $ 57,000 for the license fee. The balance of the funds of $ 583,000 was received in February 2021. On February 15, 2021, the Company issued 12,500 shares of common stock, valued at $ 350,000 , for consulting fees in connection with the Rambam License Agreement discussed in Note 10. (b) On February 25, 2021, the Company issued 5,602 shares of common stock, valued at $ 60,000 , for consulting services pursuant to a consultant agreement commencing December 1, 2020. The Company has reflected $ 10,000 representing 934 shares as Subscription Payable in the Stockholders’ Equity in the Company’s consolidated balance sheet as of January 31, 2021. (c) On October 5, 2021, the Company consummated a public offering (the “IPO”) of 1,056,000 units (the “Units”), each Unit consisting of one share of common stock and one warrant (each a “Warrant”) at a price of $ 6.25 per Unit, and an additional 158,400 warrants pursuant to exercise of the underwriters’ over-allotment option. At closing, the Company received net proceeds of $ 5,836,230 from the sale of our securities in the IPO, which include direct offering costs of $ 790,000 . Concurrently, with the October 1, 2021 effective date of the IPO, the shares of our common stock and the Warrants sold to the public in the IPO were listed for trading on the Nasdaq Capital Market. Each Warrant is immediately exercisable, will entitle the holder to purchase one share of common stock at an exercise price of $ 7.50 and will expire five years from the date of issuance. The shares of common stock and Warrants are separately transferred immediately upon issuance. (d) During the year ended January 31, 2022, the Company issued 392,396 shares of its common stock and received proceeds of $ 2,942,970 from the exercise of 392,396 public warrants. (e) On October 22, 2021, the Company issued 17,182 shares of its common stock in exchange for the extinguishment of debt in the amount of $ 100,000 . No gain or loss was recognized in the transaction. See Note 5 for further discussion. (f) On October 25,2021, the Company issued 24,642 shares, valued at $ 144,000 , for consulting services issued in connection with research and development expenses. The shares were issued in settlement of liabilities. (g) On October 5, 2021, in connection with the Company’s IPO, two former debtholders were issued an additional 72,200 warrants at an exercise price of $ 6.25 per share in accordance with the anti-dilution provision of their agreement. The fair value of the warrants issued amounted to $ 196,589 and the Company recorded the transaction as a deemed dividend related to the warrant round down. In October 2021, one of the former debtholders exercised the 36,100 warrants as a cashless warrant and was issued 14,869 shares of common stock. (h) In December 2021, the Company purchased 28,125 shares of its common stock for $ 104,467 and recorded the purchase as Treasury Stock as of January 31, 2022. (i) In January 2022, the Company issued 10,000 shares, valued at $ 66,900 , for services in connection with investor relations for the Company. F- 20 Activity during the Year Ended January 31, 2021 On March 22, 2020, the Company issued in a private placement 46,828 units at a price of $ 11 per unit. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $ 14 per share. The warrants expire April 30, 2023. The Company issued a total of 46,828 shares of common stock and warrants to purchase 46,828 shares of common stock. The Company received proceeds of $ 515,108 . In March 2020, a minority shareholder who had previously made loans of $215,000, made an additional loan to the Company in the amount of $60,000, increasing the loans to shareholder to $275,000. On March 27, 2020, the Company issued 25,000 shares of common stock upon reaching a settlement with the noteholder to convert the notes in the principal amount of $275,000. The transaction resulted in a loss on extinguishment of $12,500. On June 30, 2020, the Company issued 5,000 shares to a consultant for services rendered to the Company. The fair value of the common stock at the date of issuance was $ 50,000 , all of which is included in selling and general administrative expense for the year ended January 31, 2021. On August 31, 2020, the Company acquired the membership interests in Pocono Coated Products LLC and issued 608,519 shares of its common stock, valued at $ 6,085,180 , and issued a promissory note, net of debt discount, in the amount of $ 1,332,893 . See Note 2 for further information. On December 31, 2020, the Company issued 130,325 shares of common stock for services, valued at $ 1,954,875 , as follows: (1) 51,825 shares of common stock, valued at $ 777,375 , issued to executive officers. (2) 78,500 shares of common stock, valued at $ 1,177,500 , issued to the Company’s current and former independent directors. Subscription Payable (a) On February 25, 2021, in connection with the Company’s License Agreement with Rambam, pursuant to a Stock Purchase Agreement with BPM Inno Ltd (“BPM”), the Company issued 81,396 shares of common stock to BPM and received proceeds of $ 700,000 to be applied to product development expenses under the License Agreement. The Company entered into the Stock Purchase Agreement with BPM in December 2020 and received a payment of $ 60,000 which is included in Stockholders’ Equity as Subscription in the Company’s consolidated balance sheet as of January 31, 2021. The balance of the funds was received in February 2021. (b) On February 25, 2021, the Company issued 5,602 shares of common stock, valued at $ 60,000 , for consulting services pursuant to a consultant agreement commencing December 1, 2020. The Company has reflected $ 10,000 representing 934 shares as Subscription Payable in the Stockholders’ Equity in the Company’s consolidated balance sheet as of January 31, 2021. F- 21 10. OPTIONS and WARRANTS Warrants The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company’s common stock issued to non-employees of the Company. During the year ended January 31, 2022, the Company issued 1,056,000 public warrants in connection with its public offering, 105,600 to the underwriters in connection with its public offering, 158,400 warrants issued to the underwriters related to the over-allotment, 125,000 (of which 75,000 were issued to the Chief Financial Officer) warrants for services and 72,200 warrants to previous convertible noteholders as additional compensation due to the warrant round down provisions of their agreement. See Note 5 for further discussion. a) The public warrants in the amount of 1,056,000 and underwriter warrants in the amount of 158,400 were issued on October 5, 2021. The warrants vest immediately at an exercise price of $ 7.50 per share and expire five years from the date of issuance. As of January 31, 2022, 822,004 warrants remain outstanding. b) The warrants to the underwriters in the amount of 105,600 were issued on October 5, 2021. The warrants vest on April 1, 2022, at an exercise price of $ 7.50 per share and expire three years from the date of issuance. c) On October 21, 2021, the Company issued 125,000 warrants for services to the Company’s CFO and a service provider in connection with the Company’s IPO. The warrants are exercisable at $ 4.90 per share and expire in three years . As of January 31, 2022, all the warrants remain outstanding. d) On October 5, 2021, the Company issued 72,200 warrants to previous convertible debtholders. The warrants vest immediately at an exercise price of $ 6.25 per share and expire on October 30, 2022. As of January 31, 2022, 36,100 warrants remain outstanding. The warrant exercise price to the previous convertible debt noteholders was adjusted to $ 6.25 for the round down provisions and the resulting $ 196,589 of deemed dividend was recorded during the year ended January 31, 2022. The fair value of the warrants issued for services amounted to $ 365,000 and was recorded during the same period. The Company used the Black- Scholes valuation model to record the fair value. The valuation model used a dividend rate of 0 %; expected term of 1.5 years; volatility rate of 136.19 %; and risk-free rate of 0.10 %. Shares Exercise Price Remaining Life Intrinsic Value Outstanding, January 31, 2020 70,000 $ 18.93 2.08 years Granted 91,828 12.53 3.00 years - Expired/Cancelled ( 20,000 ) 14.00 - Exercised - - - Outstanding, January 31, 2021 141,828 11.99 2.16 years Granted 1,517,200 7.23 4.70 years - Expired/Cancelled - - - Exercised ( 428,496 ) 7.39 - Outstanding- January 31, 2022 1,230,532 $ 7.35 3.93 years $ - Exercisable - January 31, 2022 1,124,932 $ 7.34 3.86 years $ - F- 22 The following table summarizes additional information relating to the warrants outstanding as of January 31, 2022: Weighted Weighted Average Weighted Average Range of Average Remaining Exercise Price for Exercise Price for Exercise Prices Number Outstanding Contractual Life(Years) Shares Outstanding Number Exercisable Shares Exercisable Intrinsic Value $ 6.25 131,100 0.75 $ 6.25 131,100 $ 6.25 $ - $ 14.00 46,828 1.24 $ 14.00 46,828 $ 14.00 $ - $ 7.50 927,604 4.68 $ 7.50 822,004 $ 7.50 $ - $ 4.90 125,000 2.73 $ 4.90 125,000 $ 4.90 $ - Option s The following table summarizes the changes in options outstanding and the related price of the shares of the Company’s common stock issued to employees of the Company. On November 1, 2021, The Board of Directors adopted the 2021 Employee Stock Option Plan (the “Plan”). The Company has reserved 350,000 shares to issue and sell upon the exercise of stock options. The options vest immediately upon issuance and expire in three years . Under the Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the “Code”) or which are not (” non-ISOs”) intended to qualify as Incentive Stock Options thereunder. The Plan also provides for restricted stock awards representing shares of common stock that are issued subject to such restrictions on transfer and other incidents of ownership and such forfeiture conditions as the board of Directors, or the committee administering the Plan composed of directors who qualify as “independent” under Nasdaq rules, may determine. On November 3, 2021, the Company filed a Registration Statement on Form S-8, to register under the Securities Act of 1933, as amended the 350,000 shares of common stock reserved for issuance under the Plan. As of January 31, 2022, 186,500 shares remain in the Plan. On January 21, 2022, 163,500 options to purchase shares of the Company’s common stock were issued to executive officers and directors of the Company at prices of $ 4.85 and $ 5.34 per share. The options vest immediately and expire on January 21, 2025 . The fair value of the options issued for services amounted to $ 532,832 and was recorded during the year ended January 31, 2022. The Company used the Black-Scholes valuation model to record the fair value. The valuation model used a dividend rate of 0 %; expected term of 1.5 years; volatility rate of 162.69 %; and risk-free rate of 1.01 %. Shares Exercise Price Remaining Life Intrinsic Value Outstanding, January 31, 2020 - $ - - Granted - - - - Expired/Cancelled - - - Exercised - - - Outstanding, January 31, 2021 - - - Granted 163,500 4.97 2.97 years - Expired/Cancelled - - - Exercised - - - Outstanding- January 31, 2022 163,500 $ 4.97 2.97 years $ - Exercisable - January 31, 2022 163,500 $ 4.97 2.97 years $ - The following table summarizes additional information relating to the options outstanding as of January 31, 2022: Weighted Weighted Average Weighted Average Range of Average Remaining Exercise Price for Exercise Price for Exercise Prices Number Outstanding Contractual Life(Years) Shares Outstanding Number Exercisable Shares Exercisable Intrinsic Value $ 5.34 40,000 2.97 $ 5.34 40,000 $ 5.34 $ - $ 4.95 123,500 2.97 $ 4.95 123,500 $ 4.95 $ - F- 23 11. Segment Reporting We organize and manage our business by the following two segments which meet the definition of reportable segments under ASC 280-10, Segment Reporting: Sales of Goods and Services. These segments are based on the customer type of products or services provided and are the same as our business units. Separate financial information is available and regularly reviewed by our chief executive officer, who is our chief operating decision maker, in making resource allocation decisions for our segments. Our chief operating decision maker evaluates segment performance to the GAAP measure of gross profit. January 31, 2022 2021 Net sales Sales of goods $ 1,179,620 $ 737,519 Services 242,534 206,183 1,422,154 943,702 Gross profit Sales of goods 595,087 290,456 Services ( 40,777 ) 25,778 554,310 316,234 Operating expenses Selling, general and administrative 4,022,824 2,912,269 Research and development 411,383 - Goodwill impairment 2,180,836 - 6,615,043 2,912,269 Non-Operating expenses Interest expense ( 118,421 ) ( 280,686 ) Other income (expense) 53,028 ( 56,197 ) ( 65,393 ) ( 336,883 ) Net loss before income taxes $ ( 6,126,126 ) $ ( 2,932,828 ) Depreciation and Amortization Sale of goods $ 220,524 $ 87,921 Services 88,217 72,187 $ 308,741 $ 160,108 The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere. Year Ended January 31, 2022 2021 Net sales: United States $ 1,335,554 $ 360,378 Outside the United States 86,600 583,324 $ 1,422,154 $ 943,702 Property and equipment, net of accumulated depreciation United States $ 979,297 $ 1,076,626 Outside the United States - - $ 979,297 $ 1,076,626 F- 24 12. COMMITMENTS AND CONTIGENCIES Legal Proceedings On July 27, 2018, the Company commenced an action in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, against Advanced Health Brands, Inc., Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy, Laura Fillman and John Baker, together with a Motion for Temporary Injunction Without Notice and a Motion for Prejudgment Writ of Replevin arising from the Company’s decision to seek to rescind for misrepresentation the agreement by which the Company acquired advanced Health Brands, Inc. for 1,250,000 shares of common stock valued at $ 2,500,000 and seek return of the shares. On August 2, 2018, the court entered a Temporary Injunction Without Notice and an Order to Show Cause against the defendants. Defendants Kalmar, Murphy, Polly-Murphy, and Baker filed a Motion to Dismiss the Company’s Verified Complaint, Motion to Dissolve Temporary Injunction Without Notice and Response to Order to Show Cause, and Motion to Compel Arbitration. On January 4, 2019, the court dismissed the Company’s complaint with prejudice, and directed the defendants to assign the Company within 30 days, the six patents never duly transferred to the Company. On February 1, 2019, the Company appealed the court’s order. Pursuant to a settlement agreement with one of the defendants, that defendant returned the 50,000 shares which had been issued to her, and the shares were cancelled as of January 31, 2019 . On June 7, 2019, the individual defendants (other than the defendant whom the Company has a settlement agreement), filed a motion for sanctions and civil contempt against us, which generally claimed that we failed to comply with the Court’s January 4, 2019, order by refusing to issue the Ruling 144 letters that would allow the defendants to transfer their shares of common stock. On October 29, 2019, the Court denied the Defendants motion. On March 20, 2020, the Florida district court of appeal reversed the lower court ruling in the Florida state court action that dismissed our complaint, with prejudice, and gave us leave to file an amended complaint. On July 7, 2020, Defendants filed Notice for Trial, requesting the court to set a trial date. The Company and defendants have served their first set of interrogatories on each other and have filed answers and responses to each other’s first set of interrogatories. On August 22, 2018, four of the defendants in the Florida action described in the previous paragraph filed a complaint against the Company in the Franklin County, Ohio Court of Common Pleas seeking a declaratory judgment permitting them to sell the shares of common stock they received pursuant to the acquisition agreement. The parties have agreed to a stay pending the outcome of the Florida litigation. F- 25 On April 29, 2019, the Company filed a securities fraud action in the U.S. District Court for the Eastern District of New Yor k against Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy, Advanced Health Brands and TD Therapeutic, Inc. In the complaint the Company alleges that in 2017, the defendants fraudulently and deceitfully obtained 1,250,000 shares of common stock by orchestrating a months-long scheme to defraud the Company. The Company is seeking the return of the shares of common stock and monetary damages resulting from the defendants’ fraudulent conduct. The defendants filed a motion to dismiss the complaint on August 23, 2019, and on September 13, 2019, the Company filed its response. On July 20, 2020, the Court denied the defendant’s motion to dismiss the complaint, and the parties have recently commenced the discovery phase of the litigation. The Court has scheduled a trial date in June 2022. Employment Agreements The Company entered into a three-year employment agreement with Gareth Sheridan, our CEO, Serguei Melnik, our President, effective February 1, 2022. The agreement also provides that the executives will continue as a director. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on January 31, 2025, 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 their services to the Company during the term of the agreement, Mr. Sheridan and Mr. Melnik will receive an annual salary of $ 250,000 per annum, commencing on the effective date of the agreement. Mr. Sheridan and Mr. Melnik will also receive a performance bonus of 3.5 % of net income before income taxes. The Company entered into a three-year employment agreement with Gerald Goodman, our CFO, effective February 1, 2022. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on January 31, 2025, 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. Goodman will receive an annual salary of $ 210,000 per annum, commencing on the effective date of the agreement. Rambam Agreement On December 9, 2020, the Company entered into a License Agreement (the “License Agreement”) with Rambam Med-Tech Ltd. (“Rambam”), Haifa, Israel, to develop the RAMBAM Closed System Transfer Device (“CTSD”) and such other products as the parties agree to develop/commercialize. The Company will license from Rambam the full technology, IP, and title to CTSD in the field, with an Initial license fee of $ 50,000 and running royalties on net sales. The $ 50,000 license fee was paid by a third party at the direction of the Company in February 2021, at which time the agreement became effective. As of January 31, 2022, the development of the RAMBAM CSTD Device has been suspended until further notice as preliminary reviews and market research found the product was not commercially viable in its current form. The Company had entered into a prior agreement, dated November 13, 2020, with BPM Inno Ltd., Kiryat, Israel (“BPM”), that, in consideration of BPM’s introduction of Rambam to the Company, provided for BPM to have the rights as the exclusive of agent of the Company with Rambam and any other parties similarly introduced by BPM, and for a commission payable to BPM by the Company of 4.5% of revenues received by the Company resulting from the introduction of Rambam (and any other companies as to which the exclusive agency of BPM was in effect), and for BPM’s payment of a royalty to Rambam. If the Company fails to commercialize the medical products subject to the License Agreement with Rambam within 36 months, under the November 13, 2020 agreement, BPM and the Company would share 50/50 in the revenues generated from sales of the licensed products from Rambam. This agreement further provides that it will be effective for a period of 10 years, with either party having the right to terminate on notice given 30 days prior to the desired termination, and also provided for certain territorial distribution rights of BPM as are set forth in the March 10, 2021 Distribution Agreement between the Company and BPM. As of January 31, 2022, no revenues have been earned and no royalties have been accrued. BPM Distribution and Stock Purchase Agreements On March 10, 2021, the Company finalized the Distribution Agreement with BPM, providing for distribution of the medical products developed and produced under the License Agreement. Under the Distribution Agreement, BPM has the right to distribute the medical products in Israel and has a right of first refusal in relation to all other countries/states, other than United States, Korea, China, Vietnam, Canada and Ecuador, which are termed excluded countries. F- 26 Kindeva Drug Delivery Agreement On January 4, 2022, the Company signed a feasibility agreement with Kindeva Drug Delivery, L.P. (“Kindeva”) to develop Nutriband’s lead product, AVERSAL Fentanyl, based on its proprietary AVERSAL abuse deterrent transdermal technology and Kindeva’s FDA-approved transdermal fentanyl patch (fentanyl transdermal system). The feasibility agreement is focused on adapting Kindeva’s commercial transdermal manufacturing process to incorporate AVERSAI technology. The agreement will remain in force until the earlier of: (1) the completion of the work and deliverables under the Workplan; or (2) two (2) years after the Effective Date, after which time the agreement will expire. The estimated cost to complete the feasibility Workplan is approximately $1.7 million and the timing to complete will be between eight to twelve months. Nutriband made an advance deposit of $250,000 in January 2022, to be applied against the final invoice. The Workplan has commenced in February 2022, and the parties believe the Workplan will be completed in the time estimated in the agreement. As of January 31, 2022, no liabilities have been incurred and the deposit of $ 250,000 is included in prepaid expenses. 13. SUBSEQUENT EVENTS On February 1, 2022, Pocono Pharmaceuticals, Inc. entered into a lease agreement with Geometric Group, LLC for 12,000 square feet of warehouse space currently occupied by Active Intelligence. The monthly rental is $ 3,000 and the lease expires on January 31, 2025. The lease can be extended for an additional three years at the same monthly rental. Subsequent to the year ended January 31, 2022, the Company purchased 22,058 shares of its common stock for $ 84,220 and recorded the transaction as Treasury Stock. F- 27 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.