What changed in this filing

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Item 1A. Risk Factors

2022-09-08 compared with 2022-05-31 · 88 added, 87 removed, 43 unchanged (80% of the section changed)

42 unchanged sentences

to the following, may affect our ability to develop our business and operate profitably:

● our ability to obtain necessary

funding to develop our proposed products;

● the success of clinical trials

for our products;

● our ability to obtain FDA approval

for us to market any proposed product in our pipeline in the United States;

● any delays in regulatory review

and approval of product in development;

● if we obtain FDA approval to

market our product, our ability to establish manufacturing and distribution operations or entering into manufacturing and distribution

agreements with qualified third parties;

● market acceptance of our products;

● our ability to establish an

effective sales and marketing infrastructure;

● our ability to protect our intellectual

● competition from existing products

or new products that may emerge;

● the ability to commercialize

our products;

● potential product liability

claims and adverse events;

● our ability to adequately support

future growth;

● our ability to attract and retain

key personnel to manage our business effectively.

Our business is impacted by the following

additional key risks :

● Our business could be adversely

affected by the effects of health pandemics or epidemics, including the recent outbreak of COVID-19, which was declared by the World

Health Organization as a global pandemic, and is resulting in travel and other restrictions to reduce the spread of the disease, including

state and local orders across the country, which, among other things, direct individuals to shelter at their places of residence, direct

businesses and governmental agencies to cease non-essential operations at physical locations, prohibit certain non-essential gatherings,

and order cessation of non-essential travel.

The effects of these orders, government-imposed quarantines and measures we would take,

such as work-from-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 other limitations on our ability to conduct

our business in the ordinary course.

These and similar, and perhaps more severe, disruptions in our operations could negatively impact

our business, 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 operations 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 FDA regulatory process may

take longer and be more expensive than we anticipate without any assurance that we will obtain FDA approval.

● If we are not able to obtain

FDA approval for our lead product, we may not have the resources to develop any other product, and we may not be able to continue in

● We may not be able to launch

any products for which we receive FDA marketing approval.

● We may not be able to establish

a distribution network for the marketing and sale of any products for which we receive FDA approval.

● We may not be able to establish

manufacturing facilities in compliance with FDA good manufacturing practices or to enter into manufacturing agreements for the manufacture

of our products in an FDA approved manufacturing facility.

● It may be necessary to us to

enter into a joint venture or other strategic relationship in order to develop, perform clinical testing for, manufacture or market any

of our proposed products.

We may not be able to enter into such a relationship, and any relationship may not be successful, and the other

party may have business interests and priorities that are different from ours.

● We are party to a settlement

agreement with the SEC resulting from statements in our SEC filings that did not accurately reflect the FDA’s jurisdiction over

our consumer products and did not disclose that we could not legally market these products in the United States.

The settlement included

a cease-and-desist order against violating the provisions of the Securities Exchange Act which require us to file accurate registration

statements and annual reports with the SEC.

Our failure to comply with our obligations under the settlement agreement could result in

enforcement proceedings against us or our officers.

● We may not be able to protect

our rights in our intellectual property, and we may be subject to intellectual property litigation which would be expensive and disruptive

of our operations even if we eventually prevail on the merits.

● Unanticipated side effects or

other adverse events resulting from the use of our product could require a recall of our products and, even if no recall is required,

our reputation could be impaired by side effects.

● We may not be able to evaluate

potential acquisition candidates, with the result that we may not be able to benefit from the acquisition or integrate the acquired business

with our business.

We have recently incurred an impairment charge as a result of an acquisition when the intellectual property assets

of the acquired company were not as represented.

We cannot assure you that we will not incur similar or other problems with any future

acquisitions.

● We may fail to comply with all

applicable laws and regulations relating to our product.

We may have to change or adapt our operations in the event of changes in national,

regional and local government regulations, taxation, controls and political and economic developments that affect our products and the

market for our products;

● We may be unable to accurately

estimate anticipated expenses, capital requirements and needs for additional financing;

ability to obtain necessary funding to develop our proposed products;

success of clinical trials for our products;

ability to obtain FDA approval for us to market any proposed product in our pipeline in the United States;

delays in regulatory review and approval of product in development;

we obtain FDA approval to market our product, our ability to establish manufacturing and distribution operations or entering into manufacturing

and distribution agreements with qualified third parties;

acceptance of our products;

ability to establish an effective sales and marketing infrastructure;

ability to protect our intellectual property;

● competition

from existing products or new products that may emerge;

ability to commercialize our products;

product liability claims and adverse events;

ability to adequately support future growth;

ability to attract and retain key personnel to manage our business effectively.

Our business is impacted by the following additional

business could be adversely affected by the effects of health pandemics or epidemics, including the recent outbreak of COVID-19, which

was declared by the World Health Organization as a global pandemic, and is resulting in travel and other restrictions to reduce the spread

of the disease, including state and local orders across the country, which, among other things, direct individuals to shelter at their

places of residence, direct businesses and governmental agencies to cease non-essential operations at physical locations, prohibit certain

non-essential gatherings, and order cessation of non-essential travel.

The effects of these orders, government-imposed quarantines and

measures we would take, such as work-from-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 other

limitations on our ability to conduct our business in the ordinary course.

These and similar, and perhaps more severe, disruptions in

our operations could negatively impact our business, 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 operations

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.

FDA regulatory process may take longer and be more expensive than we anticipate without any assurance that we will obtain FDA approval.

we are not able to obtain FDA approval for our lead product, we may not have the resources to develop any other product, and we may not

be able to continue in business.

may not be able to launch any products for which we receive FDA marketing approval.

may not be able to establish a distribution network for the marketing and sale of any products for which we receive FDA approval.

may not be able to establish manufacturing facilities in compliance with FDA good manufacturing practices or to enter into manufacturing

agreements for the manufacture of our products in an FDA approved manufacturing facility.

may be necessary to us to enter into a joint venture or other strategic relationship in order to develop, perform clinical testing for,

manufacture or market any of our proposed products.

We may not be able to enter into such a relationship, and any relationship may not

be successful, and the other party may have business interests and priorities that are different from ours.

are party to a settlement agreement with the SEC resulting from statements in our SEC filings that did not accurately reflect the FDA’s

jurisdiction over our consumer products and did not disclose that we could not legally market these products in the United States.

settlement included a cease-and-desist order against violating the provisions of the Securities Exchange Act which require us to file

accurate registration statements and annual reports with the SEC.

Our failure to comply with our obligations under the settlement agreement

could result in enforcement proceedings against us or our officers.

may not be able to protect our rights in our intellectual property, and we may be subject to intellectual property litigation which would

be expensive and disruptive of our operations even if we eventually prevail on the merits.

● Unanticipated

side effects or other adverse events resulting from the use of our product could require a recall of our products and, even if no recall

is required, our reputation could be impaired by side effects.

may not be able to evaluate potential acquisition candidates, with the result that we may not be able to benefit from the acquisition

or integrate the acquired business with our business.

We have recently incurred an impairment charge as a result of an acquisition when

the intellectual property assets of the acquired company were not as represented.

We cannot assure you that we will not incur similar

or other problems with any future acquisitions.

may fail to comply with all applicable laws and regulations relating to our product.

We may have to change or adapt our operations in

the event of changes in national, regional and local government regulations, taxation, controls and political and economic developments

that affect our products and the market for our products;

may be unable to accurately estimate anticipated expenses, capital requirements and needs for additional financing;

Description of Exhibits

Section 302 Certificate of Chief Executive Officer.

Section 302 Certification of Chief Financial Officer

Section 906 Certificate of Chief Executive Officer and Principal Financial Officer.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with the requirements of the Exchange

Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NUTRIBAND INC.

September 7, 2022

/s/ Gareth Sheridan

Gareth Sheridan,

Chief Executive Officer

(Principal Executive Officer)

September 7, 2022

/s/ Gerald Goodman

Gerald Goodman,

Chief Financial Officer

(Principal Financial and Accounting Officer)

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 1A. Risk Factors