What changed in this filing

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Item 1. Financial Statements

2022-09-08 compared with 2022-05-31 · 291 added, 296 removed, 522 unchanged (53% of the section changed)

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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.

The results of operations for the three and six

months ended July 31, 2022 and 2021 are not necessarily indicative of the results for the entire fiscal year or for any other period.

NUTRIBAND INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE

BALANCE SHEETS

CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Total Current Assets

PROPERTY & EQUIPMENT-net

OTHER ASSETS:

Operating lease right of use asset

Intangible assets-net

LIABILITIES AND STOCKHOLDERS’ EQUITY

and cash equivalents

Current Assets

& EQUIPMENT-net

lease right of use asset

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

lease liability-current portion

payable-current portion

Current Liabilities

Accounts payable and accrued expenses

Deferred revenue

Operating lease liability-current portion

Notes payable-current portion

Total Current Liabilities

LONG-TERM LIABILITIES:

Note payable-net of current portion

Operating lease liability-net of current portion

Total Liabilities

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:

payable-net of current portion

lease liability-net of current portion

and Contingencies

STOCKHOLDERS’

Preferred stock, $ .001 par value, 10,000,000 shares authorized, - 0 - outstanding

Common stock, $ .001 par value, 291,666,666 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

Additional paid-in-capital

Accumulated other comprehensive loss

7,843,146 shares issued at July 31, 2022 and 9,187,659 issued at January 31, 2022, 7,803,263 and 9,154,846 shares outstanding as of July 31,2022 and January 31, 2022, respectively

paid-in-capital

other comprehensive loss

Treasury stock, 39,883 and 32,813 shares at cost, respectively

Accumulated deficit

( 19,739,895 )

( 18,011,231 )

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See notes to unaudited condensed consolidated financial statements.

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

NUTRIBAND INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE LOSS

For the Three

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Six Months Ended

Costs and expenses:

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Loss from operations

( 1,034,246 )

( 1,720,125 )

Other income (expense):

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Loss before provision for income taxes

( 1,038,675 )

( 1,728,664 )

Provision for income taxes

1 unchanged sentence

$ ( 519,923 )

$ ( 1,728,664 )

$ ( 835,880 )

Net loss per share of common stock-basic and diluted

3 unchanged sentences

$ ( 519,923 )

$ ( 1,728,664 )

$ ( 835,880 )

Foreign currency translation adjustment

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$ ( 519,923 )

See notes to unaudited condensed consolidated financial statements.

$ ( 1,728,664 )

$ ( 835,880 )

NUTRIBAND INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended April 30, 2022

STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended July 31, 2022

Comprehensive

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$ ( 104,467 )

Exercise of warrants

Common stock returned in settlement

( 1,400,000 )

Treasury stock issued for services

Treasury stock repurchased

Net loss for the three months ended April 30, 2022

Balance, April 30, 2022

Net loss for the six months ended July 31, 2022

( 1,728,664 )

Three Months Ended April 30, 2021

Balance, July 31, 2022

$ ( 19,739,895 )

$ ( 130,133 )

Six Months Ended July 31, 2021

Comprehensive

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Common stock issued for services

Net loss for the three months ended April 30, 2021

Balance, April 30, 2021

Net loss for the six months ended July 31, 2021

Balance, July 31, 2021

$ ( 12,670,985 )

See notes to unaudited condensed consolidated financial statements.

Three Months Ended July 31, 2022

Comprehensive

Balance, May 1, 2022

$ ( 18,701,220 )

$ ( 193,653 )

Exercise of warrants

Common stock returned in settlement

( 1,400,000 )

Treasury stock issued for services

Treasury stock repurchased

Net loss for the three months ended July 31, 2022

( 1,038,675 )

Balance, July 31, 2022

$ ( 19,739,895 )

$ ( 130,133 )

Three Months Ended July 31, 2021

Additional Paid In

Comprehensive

Balance, May 1, 2021

$ ( 12,151,062 )

Net loss for the three months ended July 31, 2021

Balance, July 31, 2021

$ ( 12,670,985 )

NUTRIBAND INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Three

STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash flows from operating activities:

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Amortization of right of use asset

(Gain) loss on extinguishment of debt

Common stock issued for services

(Gain) loss on extinguisment of debt

Common stock and treasury stock issued for services

Changes in operating assets and liabilities:

5 unchanged sentences

Net Cash Used In Operating Activities

( 1,652,750 )

Cash flows from investing activities:

3 unchanged sentences

Proceeds from sale of common stock

Proceeds from the exercise of warrants

Payment on note payable

4 unchanged sentences

Net change in cash

( 1,547,310 )

Cash and cash equivalents - Beginning of period

3 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Common stock returned in settlement

Common stock issued for prepaid consulting

3 unchanged sentences

Promissory note on equipment purchase

See notes to unaudited condensed consolidated

financial statements.

NUTRIBAND INC.

AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated

Financial Statements

as of and for the Three Months Ended April 30,

2022 and 2021

ORGANIZATION AND DESCRIPTION

Notes to Unaudited Consolidated Financial Statements

as of and for the Six Months Ended July 31, 2022

AND DESCRIPTION OF BUSINESS

Nutriband Inc.

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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.

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.

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.

tape is used as the same as traditional kinesiology tape.

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.

The tape has transdermal and topical

This tape is used as the same as traditional kinesiology tape.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

balance sheet as of July 31, 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

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in stockholders’ equity and cash flows for all periods presented have been made.

The results of the three months ended April 30,

The results of the six months ended July 31, 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.

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

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significant accounting policies are summarized in Note 1 in the Company’s Annual Report on Form 10-K for the year ended January

There were no significant changes to these accounting policies during the three months ended April 30, 2022.

There were no significant changes to these accounting policies during the six months ended July 31, 2022.

2022, our Board of Directors approved the amendment to our Articles of Incorporation to effect a 7 for 6 forward stock split (the “Stock

Split”) of our outstanding common stock.

The Company filed the amendment set forth in a Certificate of Change with the Secretary

of State of Nevada on August 4, 2022.

The 7:6 forward stock split was effective for trading purposes on the Nasdaq Capital Market on August

Each shareholder of record as of the August 15, 2022 record date received one (1) additional share for each six (6) shares held

as of the record date.

No fractional shares of common stock were issued in connection with the Stock Split.

Instead, all shares were rounded

up to the next whole share.

In connection with the Stock Split, which did not require shareholder approval under the Nevada corporation

law, the number of shares of common stock of the Company was increased in the same ratio as the shares of outstanding common stock were

increased in the Stock Split, from 250,000,000 authorized shares to 291,666,666 authorized shares.

All share and

per share information in these financial statements retroactively reflect the forward stock split.

Concern Assessment

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.

assesses liquidity and going concern uncertainty in the Company’s condensed 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 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.

31, 2022, we had cash and cash equivalents of $ 3,344,558 and working capital of $ 3,310,032 .

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 .

For the six months ended July 31, 2022, the

Company incurred an operating loss of $ 1,720,125 and use cash flow from operations of $ 1,652,750 .

The Company has generated operating

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The Company also

received $ 2,942,970 proceeds from the exercise of warrants.

received to date $ 3,239,845 proceeds from the exercise of warrants.

has prepared estimates of operations for fiscal year 2022 and 2023 believes that sufficient funds will be generated from operations to

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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.

however, it is too early to know the full impact of COVID-19 or its timing on a return to normal

believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment.

of Consolidation

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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

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.

Deliverables primarily consist

of detailed findings and conclusion reports provided to the client for each given research

project engaged.

revenues are derived from the sale of the Company’s consumer transdermal and coated

Upon the reception of a purchase order, we have the order filled and shipped.

Contracts with Customers

with Customers

A contract with a customer exists when

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recognized in the income statement is considered to be revenue from contracts with customers.

Disaggregation of Revenues

Disaggregation of

disaggregates its revenue from contracts with customers by type and by geographical location.

See the tables:

Three Months Ended

Revenue by type Sale of goods

Six Months Ended

Three Months Ended

Revenue by type

Sale of goods

Six Months Ended

Revenue by geographic location:

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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.

For the six months

ended July 31, 2022 and 2021, the Company recorded no bad debt expense for doubtful accounts related to account receivable.

are valued at the lower of cost and reasonable value determined using the first-in, first-out (FIFO) method.

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operating capacity).

As of April 30, 2022 and January 31, 2022, 100 % of the inventory consists of raw materials.

As of July 31, 2022 and January 31, 2022, the inventory consists primarily of raw materials.

Plant and Equipment

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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 .

As of July 31, 2022 and January 31, 2022, Goodwill amounted to $ 5,349,039 .

reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying

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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.

As of July 31, 2022, and 2021, there were 1,570,954 and 165,468

common stock equivalents outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be

anti-dilutive.

718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment

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These tiers are defined as follows:

Observable inputs such as quoted market prices in active

Inputs other than quoted prices in active markets that

are either directly or indirectly observable.

Unobservable inputs about

which little or no market data exists, therefore requiring an entity to develop its own assumptions.

-Observable inputs such as quoted market prices in active markets.

-Inputs other than quoted prices in active markets that are either directly or indirectly observable.

-Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses, and accrued

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Net Property and Equipment

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.

Depreciation expense amounted to $ 91,237 and $ 90,913 for the six months

ended July 31, 2022 and 2021, respectively.

During the six months ended July 31, 2022 and 2021, depreciation expense of $ 69,845 and $ 54,132 ,

respectively, have been allocated to cost of goods sold.

NOTES PAYABLE

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the Company’s subsidiary, 4P Therapeutics, was advanced $34,870 under the PPP, all of which was forgiven as of April 30, 2021.

Company recorded a gain on the extinguishment of debt of $34,870 during the three months ended April 30, 2021.

Company recorded a gain on the extinguishment of debt of $34,870 during the six months ended July 31, 2021.

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.

The loan is interest-free and due

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.

The shares were issued at fair market value

and no gain or loss was recorded for the transaction.

Active Intelligence,

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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 assumed 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

During the six months ended July 31, 2022,

the Company made $ 3,647 of principal payments.

As of July 31, 2022, the amount due was $ 107,961 , of which $ 10,370 is current.

2022, the Company entered into a retail installment agreement for the purchase of an automobile.

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secured by automobile.

As of April 30, 2022, the amount due was $22,483 of which $3,960 is current.

As of July 31, 2022, the amount due was $21,759 of which $4,325 is current.

two finance leases secured by equipment.

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Party Payable

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

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.

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.

members of Pocono Coated Products LLC, which include Mike Myer who is 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 .

for the six months ended July 31, 2022, was $ 8,539 .

Interest expense for the six months ended July 31, 2021, was $ 81,888 including the

amortization of debt discount of $ 73,108 and interest expense of $ 8,780 .

INTANGIBLE ASSETS

As of April 30, 2022 and January

As of July 31, 2022 and January

31, 2022, intangible assets consisted of intellectual property and trademarks, customer base, and license agreement, net of amortization,

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Amortization expense for the

three months ended April 30, 2022, and 2021 was $ 32,454 and $ 32,454 , respectively.

six months ended July 31, 2022, and 2021 was $ 64,909 and $ 64,009 , respectively.

Year Ended January 31,

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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.

a) In connection with the acquisition of Pocono, the Company

recorded various transactions and operations through Pocono Coated Products LLC, of which Mike Myer is a member and 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.

b) In May 2022, the Company issued stock awards to the Company’s

CEO and independent members of the Board of Directors.

The CEO received 11,667 shares and the four directors received 1,167 shares each.

The Company recorded compensation expense of $ 53,200 in connection with the issuance of the shares.

STOCKHOLDERS’ EQUITY

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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.

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.

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.

Incorporation to increase its authorized common shares from 25,000,000 authorized shares to 250,000,000 authorized shares.

On July 26, 2022, the Company effected a 7-for-6 forward

stock split pursuant to which each shareholder of record as of the August 15, 2022, record date received one (1) additional share for

each six (6) shares held as of the record date.

On August 4, 2022, the Company amended its Articles of Incorporation

to increase its authorized common shares from 250,000,000 authorized shares to 291,666,666 authorized shares.

Activity during the Six Months Ended July 31, 2022

(a) In March and May 2022, the Company purchased 35,583 shares

of its common stock for $ 118,766 and recorded the purchase as Treasury Stock.

In May 2022, the Company issued 28,583 shares of stock

awards to management, directors and employees from the treasury shares and recorded the fair value of the compensation expense of $ 93,100 .

As of July 31, 2022, the Company holds 39,811 of its shares comprising the $ 130,133 of treasury stock.

(b) On July 29, 2022, the Company received proceeds of $ 296,875

from the exercise of warrants and issued 55,417 shares of common stock.

in connection with the settlement of a lawsuit.

See Note 9 for further information.

Activity during the Six Months Ended

July 31, 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 94,962

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.

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 14,583 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 6,536 shares of

common stock, valued at $ 60,000 , for consulting services pursuant to a consultant agreement commencing December 1, 2020.

has reflected $ 10,000 representing 1,090 shares as Subscription Payable in the Stockholders’ Equity in the Company’s consolidated

balance sheet as of January 31, 2021.

OPTIONS and WARRANTS

1 unchanged sentence

in warrants outstanding and the related price of the shares of the Company’s common stock issued to management ( 87,500 warrants

were issued to the Chief Financial Officer) and non-employees of the Company.

were issued to the Chief Financial Officer) and non-employees of the Company during the year ended January 31, 2022.

Outstanding, January 31, 2021

2 unchanged sentences

Expired/Cancelled

Outstanding - April 30, 2022

Exercisable - April 30, 2022

Outstanding- July 31, 2022

Exercisable - July 31, 2022

The following

table summarizes additional information relating to the warrants outstanding as of April 30, 2022:

Range of Exercise Prices

table summarizes additional information relating to the warrants outstanding as of July 31, 2022:

Exercise Prices

Remaining Contractual

Weighted Average

Exercise Price

Weighted Average

Exercise Price

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 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.

Outstanding, January 31, 2021

2 unchanged sentences

Expired/Cancelled

Outstanding - April 30, 2022

Exercisable - April 30, 2022

Outstanding- July 31, 2022

Exercisable - July 31, 2022

The following table summarizes additional

information relating to the options outstanding as of April 30, 2022:

Range of Exercise Prices

information relating to the options outstanding as of July 31, 2022:

Exercise Prices

Exercise Price

SEGMENT REPORTING

Six Months Ended

Three Months Ended

July 31, 2022

Gross profit %

Six Months Ended

Three Months Ended

July 31, 2021

Gross profit %

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.

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.

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.

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

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.

Following a three-day trial, on July

20, 2022, the Orange County Circuit Court entered a Final Judgment in favor of Nutriband for breach of contract, replevin and rescission

to rescind in the May 22, 2017 Share Exchange Agreement involving Nutriband, Advanced Health Brands Inc., and TD Therapeutics Inc.

Court directed the return and cancellation of the 1,400,000 Nutriband shares (adjusted for the 1-for-4 reverse stock split effective Jue

23, 2019 and the 7-for-6 forward stock split effective August 15, 2022) previously issued to Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy

and John Baker.

Thereafter, by Settlement Agreement

and Release dated August 19, 2022, all parties agreed that the above-referenced Final Judgment in favor of Nutriband is binding and enforceable,

no appeal would be taken, related Ohio and New York lawsuits were dismissed and all of the original Nutriband share certificates issued

to Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy and John Baker were returned to Nutriband.

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.

employment agreement with Gareth Sheridan, our CEO, and 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.

Melnik will receive an annual salary of $ 250,000 per annum, commencing

on the effective date of the agreement.

Sheridan and Mr.

Melnik will also receive a performance bonus of 3.5 % of net income before income taxes.

Melnik will also receive a performance bonus of 3.5 % of net income before

income taxes.

The Company entered into a three-year

15 unchanged sentences

the agreement became effective.

As of April 30, 2022, the development of the RAMBAM CSTD Device has been suspended until further notice

As of July 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.

11 unchanged sentences

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

As of July 31, 2022, no revenues have

been earned and royalties have been accrued.

23 unchanged sentences

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

As of July 31, 2022, the Company has incurred expenses of $ 232,055

and the deposit of $ 250,000 is included in prepaid expenses.

5 unchanged sentences

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 .

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 .

SEGMENT REPORTING

Three Months Ended

April 30,2022

Gross Profit %

Three Months Ended

April 30,2021

Gross Profit %

The Company recorded a Right of Use asset in the amount of $ 94,134 in connection with the valuation.

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 .

(a) On August 2, 2022, pursuant to the Company’s 2021 Employee Stock Option plan, the Company’s

Board of Directors approved the issuance of options to management and members of the Board of Directors to purchase an aggregate of 137,083

shares of common stock at exercise prices of $ 4.09 -$ 4.50 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements