What changed in this filing

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Item 1. Legal Proceedings

2022-09-08 compared with 2022-05-31 · 15 added, 40 removed, 2 unchanged (96% of the section changed)

1 unchanged sentence

On July 27, 2018, we 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 our decision to seek to rescind for misrepresentation the agreement by which we 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 our 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 our complaint with prejudice, and directed

the defendants to assign to us within 30 days, the nine patents never duly transferred to us.

On February 1, 2019, we appealed the court’s

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

we have 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 August 22, 2018, four of the defendants in

the Florida action described in the previous paragraph filed a complaint against us 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, we 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 we allege that in 2017, the defendants fraudulently and deceitfully obtained 1,250,000

shares of common stock by orchestrating a months-long scheme to defraud us.

We are seeking the return of the 1,200,000 shares of common

stock and monetary damages resulting from the defendants’ fraudulent conduct.

The defendants filed a motion to dismiss on August

23, 2019, and we filed our response on September 13, 2019.

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 in June

Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, against Advanced Health Brands, Inc., and certain of its

stockholders, together with a Motion for Temporary Injunction Without Notice and a Motion for Prejudgment Writ of Replevin arising from

our decision to seek to rescind for misrepresentation the agreement by which we acquired Advanced Health Brands, Inc.

for 1,250,000 shares

of common stock valued at $2,500,000 and seek return of the shares.

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.

The Court directed the return and cancellation

of the 1,400,000 Nutriband shares (adjusted for the 1-for-4 reverse stock split effective June 23, 2019 and the 7-for-6 forward stock

split effective August 15, 2022) previously issued to the Advanced Health Brand stockholders.

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.

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. Legal Proceedings