What changed in this filing

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Item 1. Financial Statements

2022-12-02 compared with 2022-09-08 · 320 added, 208 removed, 605 unchanged (47% 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 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.

The results of operations for the three and nine

months ended October 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

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

and cash equivalents

cash equivalents

Accounts receivable

Current Assets

& EQUIPMENT-net

lease right of use asset

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

lease liability-current portion

PROPERTY & EQUIPMENT-net

OTHER ASSETS:

Operating lease right

LIABILITIES AND

STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable and

accrued expenses

Deferred revenue

Operating lease liability-current

payable-current portion

Current Liabilities

payable-net of current portion

LONG-TERM LIABILITIES:

Note payable-net of

current portion

lease liability-net of current portion

and Contingencies

STOCKHOLDERS’

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:

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

Common stock, $ .001 par value, 291,666,666 shares authorized;

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

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

Additional paid-in-capital

Accumulated other comprehensive

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

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Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND

STOCKHOLDERS’ EQUITY

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Costs and expenses:

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( 1,538,441 )

( 2,791,644 )

( 2,335,647 )

Other income (expense):

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( 1,571,821 )

( 2,804,149 )

( 2,407,701 )

Provision for income taxes

3 unchanged sentences

( 2,407,701 )

Deemed dividend related to warrant round-down

Net loss attributable to common shareholders

$ ( 1,075,485 )

$ ( 1,768,410 )

$ ( 2,804,149 )

$ ( 2,604,290 )

Net loss per share of common stock-basic and diluted

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$ ( 2,407,701 )

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended July 31, 2022

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Months Ended October 31, 2022

Comprehensive

Balance, February 1, 2022

February 1, 2022

$ ( 18,011,231 )

$ ( 104,467 )

Exercise of warrants

Common stock returned in settlement

stock returned in settlement

( 1,400,000 )

Treasury stock issued for services

Treasury stock repurchased

Net loss for the six months ended July 31, 2022

stock issued for services

stock repurchased

issued for services

loss for the nine months ended October 31, 2022

( 2,804,149 )

Balance, July 31, 2022

October 31, 2022

$ ( 20,815,380 )

$ ( 130,133 )

Six Months Ended July 31, 2021

Nine Months Ended October 31, 2021

Comprehensive

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$ ( 11,835,105 )

Common stock issued for proceeds and in payment for license

Proceeds from sale of common

stock and warrants in public offering

Proceeds from exercise of warrants

Cashless exercise of warrants

Issuance of common stock

for notes payable

Common stock issued for settlement

of liabilities

Warrants issued for services

Common stock issued for proceeds

and in payment for license

Common stock issued for services

Net loss for the six months ended July 31, 2021

Balance, July 31, 2021

Settlement of warrant round

Deemed dividend for warrants

Net loss for the nine

months ended October 31, 2021

( 2,407,701 )

Three Months Ended July 31, 2022

( 2,407,701 )

Balance, October 31, 2021

$ ( 14,242,806 )

Three Months Ended October 31, 2022

Comprehensive

Balance, May 1, 2022

Balance, July 1, 2022

$ ( 19,739,895 )

$ ( 130,133 )

Exercise of warrants

Common stock returned in settlement

Options issued for services

Net loss for the three months ended October

( 1,075,485 )

Treasury stock issued for services

Treasury stock repurchased

Net loss for the three months ended July 31, 2022

( 1,075,485 )

Balance, October 31, 2022

$ ( 20,815,380 )

$ ( 130,133 )

Three Months Ended October 31, 2021

Comprehensive

Balance, July 1, 2021

$ ( 12,670,985 )

Proceeds from sale of common

stock and warrants in public offering

Proceeds from exercise of warrants

Cashless exercise of warrants

Issuance of common stock

for notes payable

Common stock issued for settlement

of liabilities

Warrants issued for services

Settlement of warrant round

Deemed dividend for warrants

Subscription payable

Net loss for the three

months ended October 31, 2021

( 1,571,821 )

Three Months Ended July 31, 2021

Additional Paid In

Comprehensive

Balance, May 1, 2021

( 1,571,821 )

Net loss for the three months ended July 31, 2021

Balance, July 31, 2021

Balance, October 31, 2021

$ ( 14,242,806 )

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

For the Six Months Ended

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

Cash flows from operating activities:

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(Gain) loss on extinguisment of debt

Common stock and treasury stock issued for services

Options issued for services

Treasury stock issued for services

Common stock issued for services

Changes in operating assets and liabilities:

6 unchanged sentences

( 2,173,193 )

( 1,576,789 )

Cash flows from investing activities:

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Proceeds from sale of common stock

Proceeds from sale of common stock in public offering

Proceeds from the exercise of warrants

Payment on note payable

Payment on related party note payable

( 1,500,000 )

Payment on finance leases

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Common stock returned in settlement

Common stock issued for settlement of notes payable

Common stock issued for prepaid consulting

3 unchanged sentences

Promissory note on equipment purchase

Settlement of liabilities for common stock

Deemed dividend in connection with warrant round down

Cashless exercise of warrant

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

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Notes to Unaudited Consolidated Financial Statements

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

AND DESCRIPTION OF BUSINESS

as of and for the Nine Months Ended October 31,

2022 and 2021

ORGANIZATION AND DESCRIPTION

Nutriband Inc.

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transaction, Pocono Pharmaceuticals also acquired 100 % of the membership interests of Active Intelligence LLC (“Active Intelligence”).

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 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

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.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The consolidated

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.

balance sheet as of October 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 six months ended July 31, 2022,

The results of the nine months ended October 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 six months ended July 31, 2022.

There were no significant changes to these accounting policies during the nine months ended October 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

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be achieved and management has the proper authority to execute them within the look-forward period.

As of October

31, 2022, we had cash and cash equivalents of $ 2,816,318 and working capital of $ 2,717,449 .

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 .

For the nine months ended October 31, 2022,

the Company incurred an operating loss of $ 2,791,644 and use cash flow from operations of $ 2,173,193 .

The Company has generated operating

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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

The Company has used these proceeds to fund operations and will continue

to use the funds as needed.

has prepared estimates of operations for the next twelve months and 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

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Pharmaceuticals Inc.

Intelligence LLC

The preparation

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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.

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.

The following

is a description of the Company’s revenue types, which include professional services and sale of goods:

revenues include the contract of research and development related services with the Company’s

● 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.

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

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.

with Customers

Contracts 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

Disaggregation of Revenues

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

See the tables:

Six Months Ended

Nine Months Ended

Three Months Ended

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Sale of goods

Six Months Ended

Nine Months Ended

Three 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 six months

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

months ended October 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 July 31, 2022 and January 31, 2022, the inventory consists primarily of raw materials.

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

Plant and Equipment

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reducing the Active Intelligence LLC Goodwill to $ 3,629,813 .

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

As of October 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 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

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

As of February 1, 2019, pursuant to ASC 2018-07, ASC 718 was applied to stock-based compensation for both employees and

non-employees.

As of October 31, 2022, and 2021, there were 1,645,506 and

1,572,825 common stock equivalents outstanding, that were not included in the calculation of dilutive earnings per share as their effect

would be anti-dilutive.

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

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.

recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity at the acquisition date,

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recognition guidance.

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.

Company applies the guidance for right-of-use accounting for all leases and records the operating lease liabilities on its balance sheet.

The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting.

and Development Expenses

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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.

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.

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Net Property and Equipment

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.

Depreciation expense amounted to $ 137,730 and $ 138,017 for

the nine months ended October 31, 2022 and 2021, respectively.

During the nine months ended October 31, 2022 and 2021, depreciation expense

of $ 104,767 and $ 104,132 , 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 six months ended July 31, 2021.

Company recorded a gain on the extinguishment of debt of $34,870 during the nine 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

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.

The shares were issued at fair

market value and no gain or loss was recorded for the transaction.

Active Intelligence,

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The amount, $ 8,344 , has been recorded as a gain on the forgiveness of debt.

During the six months ended July 31, 2022,

During the nine months ended October 31, 2022,

the Company made $ 11,185 of principal payments.

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

As of October 31, 2022, the amount due was $ 106,158 , of which $ 17,010 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 July 31, 2022, the amount due was $21,759 of which $4,325 is current.

As of October 31, 2022, the amount due was $20,599 of which $4,325 is current.

two finance leases secured by equipment.

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Interest expense

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 .

for the nine months ended October 31, 2022, was $ 12,505 .

Interest expense for the three months ended October 31, 2021, was $ 115,268 including

the amortization of debt discount of $ 97,477 and interest expense of $ 17,791 .

INTANGIBLE ASSETS

As of July 31, 2022 and January

As of October 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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recorded at their fair value by the Company and are being amortized over a period of three to ten years .

Amortization expense for the

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

The Company terminated the license

agreement in October 2022.

The Company expensed the balance of the agreement of $ 33,334 during the nine months ended October 31, 2022,

which is included in selling, general and administrative expenses.

Amortization expense for the nine months ended October 31, 2022, and

2021 was $ 118,195 and $ 97,363 , 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 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.

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 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 4 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.

The Company recorded compensation

expense of $ 53,200 in connection with the issuance of the shares.

c) On August 2, 2022, 137,084 options to purchase shares of the Company’s common stock were issued

to executives of the Company at prices of $ 4.09 and $ 4.50 per share.

The options vest immediately and expire in three years.

value of the options issued for services amounted to $ 329,691 and was expensed during the nine months ended October 31, 2022.

d) On September 30, 2022, 35,000 options to purchase shares of the Company’s common stock were issued

to the independent directors of the Company at a price of $ 3.59 per share.

The options vest immediately and expire in three years.

fair value of the options issued for services amounted to $ 75,530 and was expensed during the nine months ended October 31, 2022.

STOCKHOLDERS’ EQUITY

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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.

Activity during the Nine Months Ended October 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

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.

See Note 10 for further

Activity during the Nine Months

Ended October 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.

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 14,583 shares of common stock, valued at $350,000, for consulting fees in connection with the Rambam License

Agreement discussed in Note 10.

(b) On February 25, 2021, the Company issued 6,536 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 1,090 shares as

Subscription Payable in the Stockholders’ Equity in the Company’s consolidated balance sheet as of January 31, 2021.

Capital Market effective October 1, 2021, consummated a public offering (the “IPO”) of units (the “Units”), of

common stock and warrants that were offered in the IPO on The Nasdaq Capital Market, which included 1,232,000 (each a “Unit”),

each Unit consisting of one share of common stock, par value $0.001 per share, and one warrant (each a “Warrant”) at a price

of $5.36 per Unit.

Each Warrant is immediate exercisable, will entitle the holder to purchase one share of common stock at an exercise

price of $6.43 and will expire five (5) years from the date of issuance.

The underwriters’ over-allotment option was exercised for

184,800 warrants to purchase shares of common stock bringing to total net proceeds to the Company from the IPO to $5,836,230.

of common stock and Warrants are separately transferred immediately upon issuance.

(d) On October 19, 2021, the Company issued 320,833 shares of its common stock and received proceeds of $ 2,062,500

from the exercise of 320,833 public warrants.

(e) On October 25, 2021, the Company issued 20,005 shares of its common stock in exchange for the extinguishment

of debt in the amount of $ 100,000 .

See Note 5 for further details.

(f) On October 25, 2021, the Company issued 31,082 shares, valued at $ 144,000 , for consulting services in

connection with research and development expenses.

The shares were issued in settlement of liabilities.

(g) On October 5, 2021, in connection with the Company’s IPO, two former debtholders were issued an

additional 84,233 warrants at an exercise of $ 5.36 per share in accordance with the anti-dilution provisions of their agreement.

value of the warrants issued amounted to $ 196,589 and the Company recorded the transaction as adeemed dividend related to the warrant

In October 2021, one of the debtholders exercised 42,117 warrants as a cashless warrant and was issued 17,381 shares of common

(h) On October 22, 2021, the Company issued 145,833 warrants for services to the Company’s CFO and a

service provider in connection with the Company’s IPO.

The warrants are exercisable at $ 4.20 per share and expire in three years .

The fair value of the warrants issued was $ 365,000 .

OPTIONS and WARRANTS

6 unchanged sentences

Expired/Cancelled

Outstanding- July 31, 2022

Exercisable - July 31, 2022

Outstanding- October 31, 2022

Exercisable - October 31, 2022

The following

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

Exercise Prices

Remaining Contractual

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

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.

Weighted Average

Range of Exercise

Remaining Contractual

Exercise Price for Shares

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- July 31, 2022

Exercisable - July 31, 2022

Outstanding- October 31, 2022

Exercisable - October 31, 2022

The following table summarizes additional

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

Exercise Prices

Exercise Price

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

Range of Exercise

Remaining Contractual

Exercise Price for Shares

9 SEGMENT REPORTING

Six Months Ended

Nine Months Ended

Three Months Ended

July 31, 2022

October 31, 2022

Gross profit %

Six Months Ended

Nine Months Ended

Three Months Ended

July 31, 2021

October 31, 2021

Gross profit %

4 unchanged sentences

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

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 Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy

19 unchanged sentences

income taxes.

As of July 31, 2022, the Company and Mr.

Sheridan and Mr.

Melnik mutually agreed to reduce their annual salary to $ 150,000 .

The Company entered into a three-year

6 unchanged sentences

on the effective date of the agreement.

As of July 31, 2022, the Company and Mr.

Goodman mutually agreed to reduce his annual salary to

Rambam Agreement

7 unchanged sentences

the agreement became effective.

As of July 31, 2022, the development of the RAMBAM CSTD Device has been suspended until further notice

As of October 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.

As of November 11, 2022,

the Company has terminated the agreement with Rambam and all intellectual property has been returned to Rambam.

The Company had entered into a prior

10 unchanged sentences

of BPM as are set forth in the March 10, 2021 Distribution Agreement between the Company and BPM.

As of July 31, 2022, no revenues have

been earned and royalties have been accrued.

As of October 31, 2022, no revenues

have been earned and royalties have been accrued.

BPM Distribution and Stock Purchase

22 unchanged sentences

the Workplan will be completed in the time estimated in the agreement.

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

As of October 31, 2022, the Company has incurred expenses of $ 481,979

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

7 unchanged sentences

SUBSEQUENT EVENTS

(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.

(a) On November 8, 2022, the Company and BPM entered into a termination agreement abandoning all elements

of the distribution agreement dated January 15, 2000, between the parties.

The Company issued BPM 25,000 shares of its common stock from

its treasury shares held by the Company and warrants to purchase 25,000 shares at an exercise price of $ 7.50 per share as part of the

termination agreement.

(b) On November 15, 2022, the Company issued 4,888 shares of its common stock from its treasury shares held

by the Company to two consultants for services provided.

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