NutriBand Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the three months ended April 30, 2022 and 2021 are not necessarily indicative of the results for the entire fiscal year or for any other period. 1 NUTRIBAND INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS April 30, January 31, 2022 2022 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,010,644 $ 4,891,868 Accounts receivable 99,098 71,380 Inventory 127,533 131,648 Prepaid expenses 404,637 370,472 Total Current Assets 4,641,912 5,465,368 PROPERTY & EQUIPMENT-net 1,000,873 979,297 OTHER ASSETS: Goodwill 5,349,039 5,349,039 Operating lease right of use asset 98,192 19,043 Intangible assets-net 894,459 926,913 TOTAL ASSETS $ 11,984,475 $ 12,739,660 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 535,440 $ 639,539 Deferred revenue 129,986 106,267 Operating lease liability-current portion 33,885 19,331 Notes payable-current portion 23,746 14,119 Total Current Liabilities 723,057 779,256 LONG-TERM LIABILITIES: Note payable-net of current portion 115,749 101,119 Operating lease liability-net of current portion 65,569 - Total Liabilities 904,375 880,375 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 shares issued at April 30, 2022 and January 31, 2022, 7,820,232 and 7,843,234 shares outstanding as of April 30,2022 and January 31, 2022, respectively 7,820 7,843 Additional paid-in-capital 29,967,467 29,967,444 Accumulated other comprehensive loss ( 304 ) ( 304 ) Treasury stock, 51,127 and 28,125 shares at cost, respectively ( 193,663 ) ( 104,467 ) Accumulated deficit ( 18,701,220 ) ( 18,011,231 ) Total Stockholders’ Equity 11,080,100 11,859,285 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,984,475 $ 12,739,660 See notes to unaudited condensed consolidated financial statements. 2 NUTRIBAND INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended April 30, 2022 2021 Revenue $ 477,922 $ 433,488 Costs and expenses: Cost of revenues 277,436 195,610 Research and development expenses 117,814 - Selling, general and administrative expenses 768,551 551,942 Total Costs and Expenses 1,163,801 747,552 Loss from operations ( 685,879 ) ( 314,064 ) Other income (expense): Gain on extinguishment of debt - 39,876 Interest expense ( 4,110 ) ( 40,869 ) Total other income (expense) ( 4,110 ) ( 993 ) Loss before provision for income taxes ( 689,989 ) ( 315,057 ) Provision for income taxes - - Net loss $ ( 689,989 ) $ ( 315,057 ) Net loss per share of common stock-basic and diluted $ ( 0.09 ) $ ( 0.05 ) Weighted average shares of common stock outstanding - basic and diluted 7,871,356 6,329,438 Other Comprehensive Loss: Net loss $ ( 689,989 ) $ ( 315,057 ) Foreign currency translation adjustment - - Total Comprehensive Loss $ ( 689,989 ) $ ( 315,057 ) See notes to unaudited condensed consolidated financial statements. 3 NUTRIBAND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended April 30, 2022 Accumulated Common Stock Additional Other Number of Paid In Comprehensive Accumulated Subscription Treasury Total shares Amount Capital Income(Loss) Deficit Payable Stock Balance, February 1, 2022 $ 11,859,285 7,843,234 $ 7,843 $ 29,967,444 $ ( 304 ) $ ( 18,011,231 ) $ - $ ( 104,467 ) Treasury stock repurchased ( 89,196 ) ( 23,002 ) ( 23 ) 23 ( 89,196 ) Net loss for the three months ended April 30, 2022 ( 689,989 ) - - - - ( 689,989 ) - - Balance, April 30, 2022 $ 11,080,100 7,820,232 $ 7,820 $ 29,967,467 $ ( 304 ) $ ( 18,701,220 ) $ - $ ( 193,663 ) Three Months Ended April 30, 2021 Accumulated Common Stock Additional Other Number of Paid In Comprehensive Accumulated Subscription Treasury 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 in payment for license 640,000 81,396 81 699,919 - - ( 60,000 ) - Common stock issued for services 400,000 18,102 18 409,982 - - ( 10,000 ) - Net loss for the three months ended April 30, 2021 ( 315,957 ) - - - - ( 315,957 ) - - Balance, April 30, 2021 $ 7,835,989 6,356,270 $ 6,356 $ 19,980,999 $ ( 304 ) $ ( 12,151,062 ) $ - $ - See notes to unaudited condensed consolidated financial statements. 4 NUTRIBAND INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended April 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 689,989 ) $ ( 315,957 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 77,475 76,262 Amortization of debt discount - 36,554 Amortization of right of use asset 14,985 - (Gain) loss on extinguishment of debt - ( 39,875 ) Common stock issued for services - 127,500 Changes in operating assets and liabilities: Accounts receivable ( 27,718 ) ( 41,463 ) Prepaid expenses ( 28,744 ) ( 10,042 ) Inventories 4,115 ( 37,418 ) Deferred revenue 23,719 ( 16,952 ) Operating lease liability ( 14,001 ) - Accounts payable and accrued expenses ( 104,099 ) ( 58,024 ) Net Cash Used In Operating Activities ( 744,257 ) ( 279,415 ) Cash flows from investing activities: Purchase of equipment ( 43,803 ) ( 38,779 ) Net Cash Used in Investing Activities ( 43,803 ) ( 38,779 ) Cash flows from financing activities: Proceeds from sale of common stock - 583,000 Payment on note payable ( 3,968 ) - Payment on finance leases - ( 6,045 ) Purchase of treasury stock ( 89,196 ) - Net Cash Provided by (used in) Financing Activities ( 93,164 ) 576,955 Effect of exchange rate on cash - - Net change in cash ( 881,224 ) 258,761 Cash and cash equivalents - Beginning of period 4,891,868 151,993 Cash and cash equivalents - End of period $ 4,010,644 $ 410,754 Supplementary information: Cash paid for: Interest $ 4,110 $ 2,715 Income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Common stock issued for prepaid consulting $ - $ 400,000 Non-cash payment for license agreement $ - $ 57,000 Common stock issued for subscription payable $ - $ 70,000 Adoption of ASC 842 Operating lease asset and liability $ 94,134 $ - Promissory note on equipment purchase $ 22,483 $ - See notes to unaudited condensed consolidated financial statements. 5 NUTRIBAND INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements as of and for the Three Months Ended April 30, 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, Pocono Pharmaceuticals also acquired 100 % of the membership interests of Active Intelligence LLC (“Active Intelligence”). 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 proscribing 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 and suppliers and customers it works with might have to 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, operating results and financial condition. Further, 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 disrupt our supply chain. 6 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Financial Statements The consolidated balance sheet as of April 30, 2022, and the consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders’ equity and cash flows for all periods presented have been made. The results of the three months ended April 30, 2022, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Nutriband’s Annual Report on Form 10-K for the year ended January 31, 2022. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including interim reporting requirements of the U.S. Securities and Exchange Commission (“SEC”). The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosures of contingent amounts in our consolidated financial statements and accompanying footnotes. Actual results could differ from estimates. The Company’s significant accounting policies are summarized in Note 1 in the Company’s Annual Report on Form 10-K for the year ended January 31, 2022. There were no significant changes to these accounting policies during the three months ended April 30, 2022. Going Concern Assessment Management assesses liquidity and going concern uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. As of April 30, 2022, we had cash and cash equivalents of $ 4,010,644 and working capital of $ 3,918,885 . For the three months ended April 30, 2022, the Company incurred an operating loss of $ 689,989 and used cash flow from operations of $ 744,257 . The Company has generated operating losses since its inception and has relied on sales of securities and issuance of third-party and related party debt to support cash flow from operations. In October 2021, the Company consummated a public offering and received net proceeds of $ 5,836,230 . The Company also received $ 2,942,970 proceeds from the exercise of warrants. Management has prepared estimates of operations for fiscal year 2022 and 2023 believes that sufficient funds will be generated from operations to fund its operations for one year from the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the Company’s ability to continue operations as a going concern. The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, it is too early to know the full impact of COVD-19 or its timing on a return to more normal operations. Management believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment. 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 its 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 readily apparent from other sources. Actual results could differ from those estimates. 7 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. 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 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: Three Months Ended April 30, 2022 2021 Revenue by type Sale of goods $ 401,990 $ 327,512 Services 75,932 105,976 Total $ 477,922 $ 433,488 8 Three Months Ended April 30, 2022 2021 Revenue by geographic location: United States $ 477,922 $ 346,888 Foreign - 86,600 $ 477,922 $ 433,488 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 three months ended April 30, 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 April 30, 2022 and January 31, 2022, 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 Pocono Coated Products LLC and Active Intelligence LLC, 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 Active Intelligence LLC Goodwill to $ 3,629,813 . As of April 30, 2022 and January 31, 2022, Goodwill amounted to $ 5,349,039 . 9 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 April 30, 2022, and 2021, there were 1,394,034 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 liabilities 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. 10 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. 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. Reclassification The Company has reclassified prior year amounts to show the allocation of depreciation expense to cost of goods sold. Recent Accounting Standards 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 adopted ASU 2021-08 on February 1, 2022. The adoption of ASU 2021-08 did not have a material effect on the Company’s consolidated financial statements. 11 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. PROPERTY AND EQUIPMENT April 30, January 31, 2022 2022 Lab equipment $ 144,585 $ 144,585 Machinery and equipment 1,205,127 1,138,530 Furniture and fixtures 19,643 19,643 1,369,355 1,302,758 Less: Accumulated depreciation ( 368,482 ) ( 323,461 ) Net Property and Equipment $ 1,000,873 $ 979,297 Depreciation expense amounted to $ 45,021 and $ 43,808 for the three months ended April 30, 2022 and 2021, respectively . During the three months ended April 30. 2022 and 2021, depreciation expense of $ 27,693 and $ 27,166 , respectively, have been allocated to cost of goods sold. 4. NOTES PAYABLE 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 three months ended April 30, 2021. 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. During the three months ended April 30, 2022, the Company made principal payments of $ 3,647 . As of April 30, 2022, the amount due was $ 111,591 , of which $ 14,119 is current. On April 3, 2022, the Company entered into a retail installment agreement for the purchase of an automobile. The contract price was $32,274, of which $22,795 was financed. The agreement is for five years bearing interest at 2.95% per annum with payments of $495 per month. The loan is secured by automobile. As of April 30, 2022, the amount due was $22,483 of which $3,960 is current. 12 Finance Leases Pocono had 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. The members of Pocono Coated Products LLC, which include Mike Myer who was a related party, are shareholders of the Company. During the three months ended April 30, 2021, the Company recorded amortization of debt discount of $ 36,554 . In October 2021, the note in the amount of $ 1,500,000 was paid in full. Interest expense for the three months ended April 30, 2022, was $ 4,110 . Interest expense for the three months ended April 30, 2021, was $ 40,869 including the amortization of debt discount of $ 36,554 and interest expense of $ 4,315 . 4. INTANGIBLE ASSETS As of April 30, 2022 and January 31, 2022, intangible assets consisted of intellectual property and trademarks, customer base, and license agreement, net of amortization, as follows: April 30, January 31, 2022 2022 Customer base $ 314,100 $ 314,100 License agreement 50,000 50,000 Intellectual property and trademarks 817,400 817,400 Total 1,181,500 1,181,500 Less: Accumulated amortization ( 287,031 ) ( 254,587 ) Net Intangible Assets $ 894,469 $ 926,913 In February 2021, the Company acquired an IP license for $ 50,000 , see Note 8- “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 three months ended April 30, 2022, and 2021 was $ 32,454 and $ 32,454 , respectively. Year Ended January 31, 2023 $ 97,332 2024 129,776 2025 113,109 2026 113,109 2027 113,109 2028 and thereafter 328,034 $ 894,469 5. RELATED PARTY TRANSACTIONS a) In connection with the acquisition of Pocono, the Company recorded various transactions and operations through Pocono Coated Products LLC, of which Mike Myer was a related party. 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 3 for further discussion. 13 6. 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 split, 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. Activity during the Three Months Ended April 30, 2022 (a) In March 2022, the Company purchased 22,058 shares of its common stock for $ 89,196 and recorded the purchase as Treasury Stock. As of April 30, 2022, the Company holds 50,183 of its shares comprising the $ 193,663 of treasury stock. Activity during the Three Months Ended April 30, 2021 (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 8. (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. 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. 14 7. 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 management ( 75,000 warrants were issued to the Chief Financial Officer) and non-employees of the Company. Exercise Remaining Intrinsic Shares Price Life Value 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 - Granted - - - - Expired/Cancelled - - - - Exercised - - - - Outstanding - April 30, 2022 1,230,532 $ 7.35 3.75 years $ - Exercisable - April 30, 2022 1,230,532 $ 7.35 3.75 years $ - The following table summarizes additional information relating to the warrants outstanding as of April 30, 2022: Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life(Years) Weighted Average Exercise Price for Shares Outstanding Number Exercisable Weighted Average Exercise Price for 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 $ - 15 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 thereafter. 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 Committee filed a Registration Statement on Form S-8, to register under the Securities Act of 1933, as amended, 350,000 shares of common stock reserved for issuance under the Plan. As of April 30, 2022, 186,500 shares remain in the Plan. Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2021 - $ - - Granted 163,500 4.97 2.97 years - Expired/Cancelled - - - Exercised - - - Outstanding, January 31, 2022 163,500 - - Granted - - - - Expired/Cancelled - - - Exercised - - - Outstanding - April 30, 2022 163,500 $ 4.97 2.75 years $ - Exercisable - April 30, 2022 163,500 $ 4.97 2.75 years $ - The following table summarizes additional information relating to the options outstanding as of April 30, 2022: Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life(Years) Weighted Average Exercise Price for Shares Outstanding Number Exercisable Weighted Average Exercise Price for Shares Exercisable Intrinsic Value $ 5.34 40,000 2.75 $ 5.34 40,000 $ 5.34 $ - $ 4.85 123,500 2.75 $ 4.85 123,500 $ 4.85 $ - 8. 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. 16 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. On April 29, 2019, the Company filed a securities fraud action in the U.S. District Court for the Eastern District of New York 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 April 30, 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 April 30, 2022, no revenues have been earned and 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. 17 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 April 30, 2022, the Company has incurred expenses of $ 36,000 and the deposit of $ 250,000 is included in prepaid expenses. Lease Agreement On February 1, 2022, Pocono Pharmaceuticals 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. The Company recorded a Right of Use asset in the amount of $ 94,134 in connection with the valuation using an incremental borrowing rate of 9 %. During the three months ended April 30, 2022, the Company paid $ 9,000 and recorded rent expense of $ 7,844 . As of April 30, 2022, the operating lease liability was $ 87,235 , of which $ 65,569 is long-term, which represents the operating liability less interest of $ 11,765 . 9. SEGMENT REPORTING Three Months Ended April 30,2022 Transdermal Patches Contract Services Total Revenue $ 401,990 $ 75,932 $ 477,922 Gross Profit 198,059 2,427 200,486 Gross Profit % 49 % 3 % 42 % Three Months Ended April 30,2021 Transdermal Patches Contract Services Total Revenue $ 327,512 $ 105,976 $ 433,488 Gross Profit 216,800 20,998 237,878 Gross Profit % 66 % 19 % 55 % 10. SUBSEQUENT EVENTS Subsequent to April 30, 2022, the Company purchased 944 shares of its common stock for $ 3,746 and recorded the transaction as Treasury Stock. On May 10, 2022, the Company issued 24,500 shares to management, directors and employees from the treasury shares. The issuance of the shares was recorded as compensation and the fair value at the date of issuance was $ 93,100 . 18