What changed in this filing

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Item 9A. Controls and Procedures

2023-04-26 compared with 2022-04-29 · 393 added, 487 removed, 284 unchanged (76% of the section changed)

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of internal control over financial reporting as of January 31, 2023, management identified material weaknesses related to (i) our internal

audit functions (ii) inadequate levels of review of the financial statements,(iii) a lack of segregation of duties within accounting functions,

(iv) inadequate monitoring review controls in accounting for complex transactions.

Therefore, our internal controls over financial reporting

were not effective as of January 31, 2022.

Management has determined that our internal controls contain material

weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel, excessive reliance on third

party consultants for accounting, financial reporting and related activities, and the lack of any separation of duties.

During the past

fiscal year, we have added qualified accounting personnel so the Company does not have to rely on third party consultants.

has established additional monitoring controls over the financial statements.

We have also improved our internal controls to provide for

a detailed accounting review of all revenue items, and accounts receivable and payable transactions in connection with the entry and categorization

of each transaction in the preparation of the Company’s financial statements.

As a result of these improvements, we are confident

our financial statements as of January 31, 2022 and for the two years then ended, fairly present in all material respects our financial

condition and results of operations for all that reporting period covered by this report.

audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting

functions, (iv) inadequate monitoring review controls in accounting for complex transactions.

Therefore, our internal controls over financial

reporting were not effective as of January 31, 2023.

Management has determined that our internal controls

contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel, excessive

reliance on third party consultants for accounting, financial reporting and related activities, and the lack of any separation of duties.

During the past fiscal year, we have added qualified accounting personnel so the Company does not have to rely on third party consultants.

The Company has established additional monitoring controls over the financial statements.

We have also improved our internal controls

to provide for a detailed accounting review of all revenue items, and accounts receivable and payable transactions in connection with

the entry and categorization of each transaction in the preparation of the Company’s financial statements.

As a result of these

improvements, we are confident our financial statements as of January 31, 2023 and for the two years then ended, fairly present in all

material respects our financial condition and results of operations for all that reporting period covered by this report.

Because of its inherent limitations, internal

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OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent

DISCLOSURE REGRDING FOREIGH JURISDICTIONS THAT PREVENT

Not applicable.

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CORPORATE GOVERNANCE

Executive Officers and Directors

Set forth below is certain information with respect

to our directors and executive officers:

Set forth below are the name, age, position of

and biographical information about each nominee, all of whom are currently directors and compromise our entire Board as of the record

Gareth Sheridan

Chief executive

officer and director

Chief Executive Officer and Director

Serguei Melnik

Chairman of the Board and

Chairman of the Board, President and Secretary

Mark Hamilton (1)(3)

Radu Bujoreanu (1)(2)(3)

Stefani Mancas (2)(3)

Irina Gram (2)(1)

Gerald Goodman

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Alan Smith, Ph.D.

Chief operating officer

and president of 4P Therapeutics

Chief operating officer and president of 4P Therapeutics

Chief technical officer

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Chief scientific officer

Larry Dillaha, MD

Chief medical officer

Radu Bujoreanu

Mark Hamilton

Stefan Mancas

Gareth Sheridan, our founder,

has been chief executive officer and a director since our organization in 2016.

Sheridan founded Nutriband Ltd., an Irish

company which we acquired in 2016.

Sheridan was named Ireland’s ‘Young Entrepreneur of the Year’ in 2014 in the

National Bank of Ireland Startup Awards for establishing Nutriband Ltd.

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

Gareth Sheridan, our founder, has been chief executive

officer and a director since our organization in 2016.

Sheridan founded Nutriband Ltd., an Irish company which we acquired

Sheridan was named Ireland’s ‘Young Entrepreneur of the Year’ in 2014 in the National Bank of Ireland

Startup Awards for establishing Nutriband Ltd.

Sheridan has further business awards from S.

Best Young Entrepreneur and Nutriband Ltd as S.

Dublin’s Best Young Entrepreneur

and Nutriband Ltd as S.

Dublin’s Best Startup Company.

Sheridan has also worked as a Business Mentor

with 100 Minds, a social enterprise founded in 2013, that brings together some of Ireland’s top college students and connects them

with one cause to achieve large charitable goals in a short space of time.

Sheridan is also a past Nissan Generation Next Ambassador,

receiving the acknowledgement in 2015 by Nissan Ireland as one of Ireland’s future generational leaders.

Sheridan served

on the Board of the St.

Sheridan has also worked as a Business Mentor with 100 Minds,

a social enterprise founded in 2013, that brings together some of Ireland’s top college students and connects them with one cause

to achieve large charitable goals in a short space of time.

Sheridan is also a past Nissan Generation Next Ambassador, receiving

the acknowledgement in 2015 by Nissan Ireland as one of Ireland’s future generational leaders.

Sheridan served on the Board

James Hospital foundation, the charitable foundation for Ireland’s largest public hospital.

received a B.Sc.

in Business and Management from Dublin Institute of Technology in 2012 where he concentrated on international economics,

venture creation and entrepreneurship.

Serguei Melnik, who was elected

by the Board as President on October 8, 2021, serves as a member of the board of directors and is a co-founder of Nutriband Inc.

Sheridan received

in Business and Management from Dublin Institute of Technology in 2012 where he concentrated on international economics, venture

creation and entrepreneurship.

Serguei Melnik, who was elected by the Board as

President on October 8, 2021, serves as a member of the board of directors and is a co-founder of Nutriband Inc.

has previously served as our chief financial officer and a director since January 2016.

Melnik has been involved in general business

consulting for companies in the U.S.

financial markets and setting up legal and financial framework for operations of foreign companies

Melnik has been involved in general

business consulting for companies in the U.S.

financial markets and setting up a legal and financial framework for operations of

foreign companies in the U.S.

Melnik advised UNR Holdings, Inc.

with regard to the initiation of the trading of its stock in the over-the-counter markets

in the U.S., and has provided general advice with respect to the U.S.

financial markets for companies located in the U.S.

From February 2003 to May 2005, he was the Chief Operations Officer and a Board member of Asconi Corporation, Winter Park, Florida, with

regard to restructuring the company and listing it on the American Stock Exchange.

Melnik from June 1995 to December 1996 was a lawyer

in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau, Moldova, and prior thereto practiced law in Moldova

in various positions.

Melnik is fluent in Russian, Romanian, English and Spanish.

Radu Bujoreanu has been a

director since June 2019.

Bujoreanu has been the owner and executive director of Consular Assistance, Inc., which provides assistance

in obtaining visas for the Republic of Moldova and related services since December 2002, and he has been a real estate agent with Keller

Williams Realty, Inc.

since May 2019.

Bujoreanu received his Bachelor in International Public Law from the University of Moldova.

Mark Hamilton, an independent

director since July 2018, is an experienced director level professional who has recently joined global consulting firm, Korn Ferry as

a Managing Consultant.

Prior to moving into organizational consulting, Mark qualified as a Chartered Accountant in global advisory firm,

BDO, where he spent 12 years advising some of Ireland’s most successful businesses.

His work originated in corporate finance/corporate

recovery and more recently, he spent 5 years leading BDO’s client management and sales function, as Head of Business Development.

Hamilton is a Member of the Association of Chartered Accountants (ACA), since 2012.

Hamilton’s accounting / consulting background

and experience in corporate finance, restructuring, sales and talent assists us in his role as an independent Board member and Committee

Hamilton has a very strong presence in the business community across jurisdictions, along with an accomplished track record

in project management and business development.

with regard to the initiation of the trading of its stock

in the over-the-counter markets in the U.S.

and has provided general advice with respect to the U.S.

financial markets for companies

located in the U.S.

From February 2003 to May 2005, he was the Chief Operations Officer and a Board member

of Asconi Corporation, Winter Park, Florida, with regard to restructuring the company and listing it on the American Stock Exchange.

from June 1995 to December 1996 was a lawyer in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau,

Moldova, and prior thereto practiced law in Moldova in various positions.

Melnik is fluent in Russian, Romanian, English and

Mark Hamilton, an independent director since July 2018,

is an experienced director level professional who joined global consulting firm, Korn Ferry in 2020 as a Managing Consultant.

moving into organizational consulting, Mark qualified as a Chartered Accountant in global advisory firm, BDO, where he spent 12 years

advising some of Ireland’s most successful businesses.

His work originated in corporate finance/corporate recovery and more recently,

he spent 5 years leading BDO’s client management and sales function, as Head of Business Development.

a Member of the Association of Chartered Accountants (ACA), since 2012.

Hamilton’s accounting/consulting background and

experience in corporate finance, restructuring, sales and talent assists us in his role as an independent Board member and Committee Chair.

Hamilton has a very strong presence in the business community across jurisdictions, along with an accomplished track record in

project management and business development.

Educated at Terenure College, Mark went on to study a B.Sc.

degree in Business & Management

at Dublin Institute of Technology and subsequently received First Class Honours in his postgraduate degree, for which he specialised in

Accountancy in 2009.

In addition to his ACA qualification, Mark has also recently completed a diploma in Corporate Governance and is now

a member of the Corporate Governance Institute which will assist him in his role as Independent Director.

Stefaní Mancas

graduated Summa cum Laude from the Military Navy College in Constanta, Romania.

After attending the faculty of Cybernetics from the Academy

of Economic Studies in Bucharest, she transferred to University of Central Florida, where she graduated with a dual B.Sc.

in Mathematics

and Aerospace Engineering, and a Ph.

in Mathematical Sciences from the Department Mathematics.

Her dissertation topic was “Dissipative

solitons in the cubic-quintic complex Ginzburg-Landau equation:

Bifurcations and Spatiotemporal Structure”, for which she received

the UCF Outstanding Dissertation Award.

Currently, Dr.

Mancas is a tenured full Professor, and a researcher, in the Department of Mathematics

at Embry-Riddle Aeronautical University in Daytona Beach, Florida.

Her main research areas are finding analytical solutions to nonlinear

evolution equations, and numerical simulations of nonlinear dissipative systems, such nonlinear Schrödinger equation with applications

to quantum mechanics and biomathematics.

Mancas is using techniques involving complex analysis and elliptic functions with applications

to water waves, soliton theory, biological systems, and cosmology/inflation for nonlinear evolution equations, as well as applying special

functions to problems involving optimization of the blockchain, where elliptic functions are used for cryptography.

Mancas is the

organizer of national and international conferences in mathematical physics, and as an associate editor she constantly reviews research

articles for many scientific journals.

Mancas holds a strong record of publications with over seventy refereed articles, and she is

constantly invited to attend workshops, and speak in seminars all over the world.

Irina Gram was elected as a director of the

Company at the January 21, 2022 stockholders meeting.

Irina is a new member of our Board, and is a Senior Financial Analyst at

Thales IFEC, Melbourne, Florida.

There she is responsible for financial planning, analysis and risk and opportunities reviews of

multiple development and customer programs.

From 2016 to 2017, she was a Project Engineering Coordinator at Thales IFEC, where she

executed budgeting and forecasting activities with specialized focus on SFRD spending, interfaced with engineering team to monitor

and report the performance of the financial impact of projects.

From 2013 to 2016, she held various project management, accounting

and reporting positions with Siemens Building Technology, Inc., Winter Park, Florida.

She received a Bachelor’s Degree in

Finance from the University of Central Florida, Orlando, Florida, where she graduated in May 2015, with honors, and received a

Masters in Business Administration from the University of Central Florida, Orlando, Florida, in May 2019.

degree in Business &

Management at Dublin Institute of Technology and subsequently received First Class Honours in his postgraduate degree, for which

he specialized in Accountancy in 2009.

In addition to his ACA qualification, Mark has also recently completed a diploma in Corporate Governance

and is now a member of the Corporate Governance Institute which will assist him in his role as Independent Director, alongside his recent

approval by the Central Bank of Ireland to act as an Independent Director to regulated entities.

Radu Bujoreanu has been a director since June 2019.

Bujoreanu has been the owner and executive director of Consular Assistance, Inc., which provides assistance in obtaining visas

for the Republic of Moldova and related services since December 2002, and he has been a real estate agent with Keller Williams Realty,

since May 2019.

Bujoreanu received his bachelor degree in international public law from the University of Moldova.

Stefani Mancas received a Ph.

Applied Mathematics from the University of Central Florida, with the dissertation topic "Dissipative solitons in the cubic-quintic

complex Ginzburg-Landau equation:

Bifurcations and Spatiotemporal Structure", for which Stefani won the Outstanding Dissertation

Currently, Stefani is a tenured full professor, and a researcher, in the Department of Mathematics at Embry-Riddle Aeronautical

University in Daytona Beach.

Stefani’s research areas are finding analytical solutions to nonlinear dissipative equations that can

be reduced through Darboux transformations to Riccati or Abel equations.

The focus is on Schrödinger equation, for which Stefani

is using methods based on factorization, and variational formulation together with ansatz reduction with global minimizers of objective

functions, applied to supersymmetric quantum mechanics.

Additionally, Stefani is using the theory of elliptic functions with applications

to problems in nonlinear optics, soliton theory, general relativity, and inflation, as well as optimization of the blockchain, and quantum

cryptography.

Stefani has been admitted to the Harvard Business Analytics Program at Harvard Business School, an 18-month program which

will build the capabilities in technical, analytical, and operational areas that can be used to advance her career in the global market.

Irina Gram was elected as a director of the Company

at the January 21, 2022 stockholders meeting.

Irina is a new member of our Board, and is a Senior Financial Analyst at Thales IFEC,

Melbourne, Florida.

There she is responsible for financial planning, analysis and risk and opportunities reviews of multiple development

and customer programs.

From 2016 to 2017, she was a Project Engineering Coordinator at Thales IFEC, where she executed budgeting and forecasting

activities with specialized focus on SFRD spending, interfaced with engineering team to monitor and report the performance of the financial

impact of projects.

From 2013 to 2016, she held various project management, accounting and reporting positions with Siemens Building Technology,

Inc., Winter Park, Florida.

She received a Bachelor’s Degree in Finance from the University of Central Florida, Orlando, Florida,

where she graduated in May 2015, with honors, and received a Masters Degree in business administration from the University of Central

Florida, Orlando, Florida, in May 2019.

Gerald Goodman has been our chief accounting officer

since July 31, 2018 and was elected our Chief Financial Officer on November 12, 2020.

Goodman is a certified public accountant and,

since 2014, has practiced with his own firm, Gerald Goodman CPA P.C.

From January 1, 2010 until December 31, 2014, Mr.

Goodman practiced

with Madsen & Associates, CPA’s Inc., Murray, Utah, and was a non-equity partner and managed the firm’s SEC practice.

Goodman is a director of Lifestyle Medical Network, Inc., which provides management services to healthcare providers.

Goodman is a certified public

accountant and, since 2014, has practiced with his own firm, Gerald Goodman CPA P.C.

From January 1, 2010 until December 31,

Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah, and was a non-equity partner and managed

the firm’s SEC practice.

Goodman is a director of Lifestyle Medical Network, Inc., which provides management services to

healthcare providers.

From 1971 to 2010, Mr.

Goodman was a partner in the accounting firm of Wiener, Goodman & Company P.C.

Goodman is a 1970 graduate of Pennsylvania

State University where he received a B.S.

is a 1970 graduate of Pennsylvania State University where he received a B.S.

Degree in Accounting.

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Smith is co-inventor of the Company’s Aversa™ abuse deterrent transdermal system technology.

has over 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics and medical devices

for treatment and management of chronic pain, diabetes, and cardiovascular disease.

Previously, he was with Altea Therapeutics, a venture

capital funded company focused on novel transdermal drug and biologic delivery, most recently serving as Vice President, Product Development

and Head of Clinical R&D, Regulatory Affairs, and Project Management.

Prior to joining Altea Therapeutics, he led the development

of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.

Smith has over 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics

and medical devices for treatment and management of chronic pain, diabetes, and cardiovascular disease.

Previously, he was with Altea

Therapeutics, a venture capital funded company focused on novel transdermal drug and biologic delivery, most recently serving as Vice

President, Product Development and Head of Clinical R&D, Regulatory Affairs, and Project Management.

Prior to joining Altea Therapeutics,

he led the development of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.

Smith received Ph.D.

degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry of New Jersey.

serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry

of New Jersey.

He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

Paddy Ryan has been chief technical officer since

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Having worked in the tech industry for 8 years, Paddy brings a fresh perspective and understanding to our team.

From September

2019 to present Mr.

From September 2019 to present Mr.

Ryan served as director of digital agency for Trigger Media.

From 2013 to 2016, Mr.

Ryan worked as an online security

analyst with Paddy Power Betfair Plc.

worked as an online security analyst with Paddy Power Betfair Plc.

From 2016 to 2017, Mr.

Ryan was general manager at CRS Events setting up and organising One-Zero,

the largest sports conference in Ireland.

Mr Ryan served as head of technology for Irish agency Trigger Movement between 2017 and 2019.

Mr Ryan serves as technical advisor for sports media brand, Pundit Arena, where he has advised on their technical development since 2012.

Mr Ryan also served as a digital consultant for Irish Aid Charity, Bóthar, where he worked on the development of the charity’s

digital plans plans.

Ryan has also consulted with Irish Local Government in County Limerick (Limerick County Council) regarding their

digital activity in September 2018.

Ryan has also assisted Swiss Company, SEBA Crypto AG, to develop their online presence in October

Ryan is also a technical advisor for Irish dairy company, Arrabawn where he has assisted them with online strategies since 2017.

Ryan has been involved in general technical consulting for startups and companies in Ireland for more than ten years.

Ryan attended

University College Dublin where he studied engineering and is working towards his masters in data analytics from National College of Ireland.

Mr Ryan also assisted in the development and launch of the Pandemic Action Network website in early 2020.

As CTO, Paddy is responsible

for Nutriband’s technology strategy and plays a key role in leading new initiatives.

Ryan was general manager at CRS Events

setting up and organising One-Zero, the largest sports conference in Ireland.

Mr Ryan served as head of technology for Irish agency Trigger

Movement between 2017 and 2019.

Mr Ryan serves as technical advisor for sports media brand, Pundit Arena, where he has advised on their

technical development since 2012.

Ryan also served as a digital consultant for Irish Aid Charity, Bóthar, where he worked

on the development of the charity’s digital plans.

Ryan has also consulted with Irish Local Government in County Limerick

(Limerick County Council) regarding their digital activity in September 2018.

Ryan has also assisted Swiss Company, SEBA

Crypto AG, to develop their online presence in October 2018.

Ryan is also a technical advisor for Irish dairy company, Arrabawn

where he has assisted them with online strategies since 2017.

Ryan has been involved in general technical consulting for startups

and companies in Ireland for more than ten years.

Ryan attended University College Dublin where he studied engineering and

is working towards his Masters Degree in data analytics from National College of Ireland.

Ryan also assisted in the development

and launch of the Pandemic Action Network website in early 2020.

As CTO, Paddy is responsible for Nutriband’s technology strategy

and plays a key role in leading new initiatives.

Ryan works for us on a part-time basis.

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of Drug Development Institute at the Ohio State University Comprehensive Cancer Center.

Patrick most recently serving as Chief Scientific

Officer for New Haven Pharmaceuticals.

Patrick most recently serving as Chief

Scientific Officer for New Haven Pharmaceuticals.

Prior roles included global vice president of professional affairs at Mallinckrodt Pharmaceuticals,

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clinical pharmacist with approximately 20 years of pharmaceutical industry experience.

He brings expertise in executive leadership, scientific

and medical strategy, drug development and commercialization to the company.

Prior to pursuing a career in research and development, Patrick

was an ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of pharmacy

at the University of Tennessee College of Pharmacy, where he earned his doctorate in pharmacy.

He also completed the Wharton School of

Business Pharmaceutical Executive Program.

He brings expertise in executive leadership,

scientific and medical strategy, drug development and commercialization to the company.

Prior to pursuing a career in research and development,

Patrick was an ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of

pharmacy at the University of Tennessee College of Pharmacy, where he earned his doctorate in pharmacy.

He also completed the Wharton

School of Business Pharmaceutical Executive Program.

Patrick works for us on a part-time basis.

Dillaha brings nearly 20 years of pharmaceutical

industry experience to Nutriband.

Prior to joining Nutriband, he was chief executive officer of Repros Therapeutics from February 2017

to February 2018.

Prior to joining Repros, Dr.

Dillaha was the chief executive officer of CavtheRx, an inception stage biotechnology company,

from June 2016 to February 2017, and chief operating officer and chief medical officer of New Haven Pharmaceuticals, a specialty pharmaceutical

He also served as chief medical officer of Insys Therapeutics, Sciele Pharma and as Medical Director of Sanofi-Sythelabo.

Dillaha received an M.D.

degree from the University of Tennessee, Memphis.

Dillaha works for us on a part-time basis.

CORPORATE GOVERNANCE AND

THE BOARD OF DIRECTORS

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Board Leadership Structure and Risk Oversight

Gareth Sheridan serves as

Chief Executive Officer and Serguei Melnik is serving as our President, and following the Annual Meeting, it is expected that Serguei

Melnik will commence serving as our Chairman.

Our Chairman leads the Board of Directors in its discussions and has such other duties as

are prescribed by the Board.

Gareth Sheridan serves as Chief Executive Officer

and Serguei Melnik is serving as our Chairman and President.

Our Chairman leads the Board of Directors in its discussions and has such

other duties as are prescribed by the Board.

As Chief Executive Officer, Mr.

Sheridan is responsible for implementing the Company’s strategic and

operating objectives and day-to-day decision-making related to such implementation.

The Board of Directors currently

has three standing committees (audit, compensation, and nominating and corporate governance) that are chaired and composed entirely of

directors who are independent under Nasdaq and SEC rules.

Given the role and scope of authority of these committees, and that a majority

of the Board of Directors is composed of independent directors, the Board of Directors believes that its leadership structure is appropriate.

We select directors as members of these committees with the expectation that they will be free of relationships that might interfere with

the exercise of independent judgement.

Our Board of Directors is

our Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders.

Our Board of Directors

selects our senior management team, which is charged with the conduct of our business.

Our Board of Directors acts as an advisor and counselor

to senior management and oversees its performance.

The position of the Chairman of our Board of Directors is served by one individual.

We have determined that the leadership structure of our Board of Directors is appropriate, especially given the early stage of our development

and the size of our Company.

The Board of Directors oversees

our exposure to risk through its interaction with management concerning matters related to financial, operational, regulatory, legal and

strategic risks.

Risk assessment and oversight are an integral part of our governance and management processes.

Our Board of Directors

encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations

Sheridan is responsible for implementing the Company’s

strategic and operating objectives and day-to-day decision-making related to such implementation.

The Board of Directors currently has three standing

committees (audit, compensation, and nominating and corporate governance) that are chaired and composed entirely of directors who are

independent under Nasdaq and SEC rules.

Given the role and scope of authority of these committees, and that a majority of the members

of the Board are independent, the Board of Directors believes that its leadership structure is appropriate.

We select directors as members

of these committees with the expectation that they will be free of relationships that might interfere with the exercise of independent

Our Board of Directors is our Company’s

ultimate decision-making body, except with respect to those matters reserved to the stockholders.

Our Board of Directors selects our senior

management team, which is charged with the conduct of our business.

Our Board of Directors also acts as an advisor and counselor to senior

management and oversees its performance.

Board Composition

Our business and affairs are

managed under the direction of our Board of Directors.

The number of directors is determined by our board of directors, subject to the

terms of our certificate of incorporation and bylaws.

Our board of directors currently consists of nine members, five of which are independent

Our Board of Directors acted

by written consent five times during 2022.

Our business and affairs are managed under the

direction of our Board of Directors.

The number of directors is determined by our board of directors, subject to the terms of our certificate

of incorporation and bylaws.

Our board of directors currently consists of six members, four of which are independent directors.

Our Board of Directors held two meetings and acted

by written consent eight times during 2023.

Committees of the Board of Directors

The board of directors has

created three committees - the audit committee, the compensation committee and the nominating and corporate governance committee.

of the committees has a charter which meets the Nasdaq Stock Market requirements and is composed of three independent directors.

The board of directors has created three committees — the

audit committee, the compensation committee and the nominating and corporate governance committee.

Each of the committees has a charter

which meets the Nasdaq Stock Market requirements and is composed of three independent directors.

Audit Committee

The audit committee is comprised

Hamilton, as chairman, Mr.

Bujoreanu and Ms.

We believe that Mark Hamilton qualifies as an “audit committee

financial expert” under the rules of the Nasdaq Stock Market.

The audit committee oversees, reviews, acts on and reports on various

auditing and accounting matters to the board, including:

the selection of our independent accountants, the scope of our annual audits,

fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices, all as set

forth in our audit committee charter.

The audit committee is comprised of Mr.

as chairman, Mr.

Bujoreanu and Irina Gram.

We believe that Mark Hamilton qualifies as an “audit committee financial expert”

under the rules of the Nasdaq Stock Market.

The audit committee oversees, reviews, acts on and reports on various auditing and accounting

matters to the board, including:

the selection of our independent accountants, the scope of our annual audits, fees to be paid to the

independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our audit committee

The Audit Committee met three times in fiscal 2023.

Compensation Committee

The compensation committee

is comprised of Dr.

Irina Gram and Mr.

The compensation committee is comprised of Irina

Gram, Chairperson, Mr.

Bujoreanu and Dr.

The compensation committee oversees the compensation of our chief executive

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such advisors.

The compensation committee met three times in fiscal 2023.

Nominating and Corporate Governance Committee

The nominating and corporate

governance committee, which is comprised of Mr.

Hamilton, Dr.

Mancas and Mr.

Bujoreanu, will identify, evaluate and recommend

qualified nominees to serve on our board;

develop and oversee our internal corporate governance processes, and maintain a management succession

The nominating and corporate governance committee,

which is comprised of Dr.

Mancas, Mark Hamilton and Mr.

Bujoreanu, will identify, evaluate and recommend qualified nominees

to serve on our board;

develop and oversee our internal corporate governance processes, and maintain a management succession plan.

nominating and corporate governance committee met two times in fiscal 2023.

Risk Management

The Board has an active role, as a whole and also

at the committee level, in overseeing management of our risks.

The Compensation Committee of our Board is responsible for overseeing the

management of risks relating to our executive compensation plans and arrangements.

The Audit Committee of our Board oversees management

of financial risks, under its charter it is to meet periodically and at least four times per year with management to review and assess

the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled.

The Nominating

and Corporate Governance Committee of our Board is responsible for management of risks associated with the independence of the Board members

and potential conflicts of interest.

While each committee is responsible for evaluating certain risks and overseeing the management of

such risks, the entire Board of Directors is informed about such risks.

Independent Directors

Four of our directors, Radu Bujoreanu, Mark

Hamilton, Dr.

Mancas and Irina Gram are independent directors based on the NASDAQ definition of independent director.

Four of our directors, Mark Hamilton, Radu Bujoreanu,

Stefani Mancas and Irina Gram are independent directors based on the NASDAQ definition of independent director.

Family Relationships

There are no family relationships

among our directors and executive officers.

Compensation Committee Interlocks and Insider Participation

None of our executive officers

serve on the board of directors or compensation committee of a company that has an executive officer who serves on our board or compensation

No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the

board of directors or compensation committee of that company.

Compliance with Section 16(a) of the Securities Exchange Act of

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more than 10% of a registered class of

our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports

concerning their ownership of the our common stock and other equity securities, on Form 3, 4 and 5 respectively.

Melnik filed late Form 5s for the year ended January 31, 2020.

Hamilton, Dr.

Mancas and Ms.

Irina Gram have not filed their Form 3 reports.

Code of Ethics

Our board of directors has

adopted a code of ethics applicable to our employees, directors and officers, in accordance with applicable U.S.

federal securities laws

and the NASDAQ regulations.

Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required

by applicable federal securities laws and the NASDAQ corporate governance rules.

The Code of Ethics is available on our website at HTTPS://Nutriband.com/ethics.

There are no family relationships among our directors

and executive officers.

Compensation Committee Interlocks and Insider

Participation

None of our executive officers serve on the board

of directors or compensation committee of a company that has an executive officer who serves on our Board or compensation committee.

member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors

or compensation committee of that company.

Conflicts of Interest

Certain conflicts of interest

exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests

to which they devote their primary attention.

Each officer and director may continue to do so notwithstanding the fact that management

time should be devoted to the business of the Company.

Certain conflicts of interest

may exist between the Company and its management, and conflicts may develop in the future.

The Company has not established policies or

procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated

There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest

may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties.

Management will try to resolve conflicts to the best advantage of all concerned.

Certain conflicts of interest exist and may continue

to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote

their primary attention.

Each officer and director may continue to do so notwithstanding the fact that management time should be devoted

to the business of the Company.

Certain conflicts of interest may exist between

the Company and its management, and conflicts may develop in the future.

The Company has not established policies or procedures for the

resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities.

can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise

that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties.

will try to resolve conflicts to the best advantage of all concerned.

Compliance with Section 16(a) of

the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act

requires our officers and directors, and persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership

and changes of ownership of such securities with the SEC.

Gram have not yet filed their Form 3 reports.

On February 10, 2022, Serguei Melnik filed a late

Form 4 with regard to a gift of common stock.

On July5, 2022, Gareth Sheridan filed a late Form 5 with respect to the acquisition of shares

of common stock.

On July 5, 2022, Mr.

Melnik filed a late Form 5 with respect to stock option compensation received by him as

a director on January 21, 2022.

On July 5, 2022, Mr.

Sheridan filed a late Form 5 with respect to stock option compensation

received by him as a director on January 21, 2022.

On July 7, 2022, Mr.

Sheridan filed a late Form 4 report an acquisition and disposition

of shares of common stock.

EXECUTIVE COMPENSATION

Executive Compensation

The table below shows the

compensation for services in all capacities we paid during the years ended January 31, 2022 and 2021, to the individuals serving as our

principal executive officers during the last completed fiscal year and our other two most highly paid executive officers at the end of

the last completed fiscal year (whom we refer to collectively as our “named executive officers”);

The table below shows the compensation for services

in all capacities we paid during the years ended January 31, 2023 and 2022, to the individuals serving as our principal executive officers

during the last completed fiscal year and our other two most highly paid executive officers at the end of the last completed fiscal year

(whom we refer to collectively as our “named executive officers”);

Name and Principal Position

Gareth Sheridan, CEO (3)

Gareth Sheridan,

Serguei Melnik

Chief Operating Officer

Sean Gallagher,

Executive Chairman 1

Chief Scientific Officer 2

During the year ended January 31, 2021, the Company issued Mr.

Gallagher 10,000 shares of common stock, valued at $150,000, as compensation.

During the year ended January 31, 2020, we issued to Mr.

Gallagher 8,572 shares of common stock, valued at $120,000, representing his compensation for the years ended January 31, 2019 and 2018 pursuant to his employment agreement.

During the year ended January 31, 2020, we issued to Strategic Pharmaceutical Consulting LLC, a company controlled by Dr.

Patrick 8,572 shares of common stock, valued at $120,000, representing Dr.

Patrick’s compensation for the years ended January 31, 2020 and 2019.

We also granted him to an option to purchase 25,000 shares of common stock at 75% of the market price.

The option expired unexercised.

During the year ended January 31, 2021, we issued to Gareth Sheridan, our CEO, 10,000 shares of common stock valued at $150,000, representing compensation for the year ended January 31, 2021.

Gerald Goodman

Chief Financial Officer

1 During the year ended January

31, 2023, we issued to Gareth Sheridan, our CEO, 11,667 shares of common stock valued at $38,000, representing compensation for the year

ended January 31, 2023.

Director Compensation Table

table below shows the cash fees paid to our directors in connection with their service on our board of directors, and the stock option

awards granted, during the fiscal year ended January 31, 2022.

table below shows the cash fees paid to our independent directors in connection with their service on our board of directors, and the

stock option awards granted, during the fiscal year ended January 31, 2023.

DIRECTOR COMPENSATION

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Mark Hamilton

Sean Gallagher

Radu Bujourneau

Stefani Mancas

Vselovod Grigore

Employment Agreements with Company Officers

On January 21, 2022, the Board of Directors

of the Company approved Employment Agreements with Gareth Sheridan, our Chief Executive Officer, Serguei Melnik, our President and Gerald

Goodman, the Company’s Chief Financial Officer.

Each of the three Employment Agreements is

effective February 1, 2022, for an initial term of three years, and the term is automatically extended for additional one-year periods

if neither party gives notice of termination at least 90 days prior to the end of the initial term or any current additional one-year

The Employment Agreements with Mr.

Melnik each provide for a base salary of $250,000 per year, and the Employment Agreement with Mr.

Goodman provides for a base

salary of $210,000.

The Employment Agreements provide for incentive

payments as established by the Board of Directors, and the Employment Agreements with Mr.

On January 21, 2022,

the Board of Directors of the Company approved Employment Agreements with Gareth Sheridan, our Chief Executive Officer, Serguei Melnik,

our President, Gerald Goodman, the Company’s Chief Financial Officer and Alan Smith, our Chief Operating Officer.

Each of the three Employment

Agreements is effective February 1, 2022, for an initial term of three years, and the term is automatically extended for additional one-year

periods if neither party gives notice of termination at least 90 days prior to the end of the initial term or any current additional one-year

The Employment Agreements

Sheridan and Mr.

Melnik provide for a performance

bonus as follows:

Net Operating

Profit Before Income Taxes

On the First $10 Million

On the Next $40 Million

On the Next $50 Million

On all Amounts Over $100 Million

Each of the Employment Agreements contains

similar provisions for discharge for “cause”, including breach of the Employment Agreement or specified detrimental conduct

by the employee, in which cases accrued compensation would payable as provided in the Employment Agreements.

The Agreements

also provide for termination by the executives for “good reason”, comprising events such as breach of the Agreement by the

Company, assignment of duties inconsistent with the Executive’s position, , or in the event of a change in control of the Company.

In the event of a termination by the Company without cause, or by the executive for “good reason”, the Company is required

to pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

the sum of (1) the executive’s annual minimum salary through

the date of termination to the extent not theretofore paid, (2) any annual incentive payment earned by the executive for a prior period

to the extent not theretofore paid and not theretofore deferred, (3) any annual performance bonus payment earned by the executive for

a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and

(5) any business expenses incurred by the executive that are unreimbursed as of the date of termination;

The product of (1) the performance bonus payment and (2)

a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination

occurs as of the date of termination, and the denominator of which is 365;

the amount equal to the sum of (1) three (3) times the executive’s

annual minimum salary;

(2) one (1) times the performance bonus payment and (3) one (1) times the incentive payment;

In the event executive is not fully vested in any retirement

benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between

the amounts executive would have been paid if he or she had been vested on the date his/her employment was terminated and the amounts

paid or owed to the executive pursuant to such retirement plans;

The product of (1) the incentive payment and (2) a fraction,

the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs

as of the date of termination, and the denominator of which is 365;

If applicable, the present value of the amount equal to the

sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee

the year prior to Termination.

In addition, all stock

options and warrants outstanding as of the date of termination and held by the executive shall vest in full and become immediately exercisable

for the remainder of their full term;

all restricted stock shall no longer be restricted to the extent permitted by law, and the Company

will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible.

Melnik each provide for a base salary of $250,000 per year;

the Employment Agreement with Mr.

Goodman provides

for a base salary of $210,000;

and the agreement with Mr.

Smith provides for a base salary $205,000.

Effective August 1, 2022, the base

compensation under these agreements was reduced as follows:

Sheridan’s and Mr.

Melnik’s agreements to $150,000;

and under Mr.

Smith’s to $155,000.

The Employment Agreements

provide for incentive payments as established by the Board of Directors, and the Employment Agreements with Mr.

Sheridan and Mr.

provide for a performance bonus as follows:

The Employment Agreements

Sheridan and Mr.

Melnik provide that, to the extent any payment under the Employment Agreement to the executive is subject to the

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Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

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Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That

Have Not Vested

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other

Rights That Have Not Vested

Gareth Sheridan, CEO

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Gareth Sheridan,

January 21, 2025

August 2, 2025

December 8, 2025

Serguei Melnik, President

January 21, 2025

August 2, 2025

December 8, 2025

Alan Smith, COO

January 21, 2025

Gerald Goodman, CFO

January 21, 2025

Gerald Goodman, CFO

August 2, 2025

December 8, 2025

Gerald Goodman,

October 22, 2024

Jeff Patrick, CSO

January 21, 2025

(1) The amounts reported represent

the aggregate grant-date fair value of stock options awarded to certain directors in 2022, calculated in accordance with Financial Accounting

Standards Board, Accounting Standards Codification Topic 718, or ASC Topic 718.

The amounts presented do not correspond to the actual

value that may be recognized by the named director upon vesting of the applicable awards.

Any bonuses granted in the

future will relate to meeting certain performance criteria that are directly related to areas within the named executive’s responsibilities

August 2, 2025

December 8, 2025

amounts reported represent the aggregate grant-date fair value of stock options awarded to certain directors in 2023, calculated in accordance

with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, or ASC Topic 718.

The amounts presented do not

correspond to the actual value that may be recognized by the named director upon vesting of the applicable awards.

Any bonuses granted in

the future will relate to meeting certain performance criteria that are directly related to areas within the named executive’s responsibilities

with the Company.

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Other Director Compensation

There are no agreements or

arrangements by which any directors or nominees are to receive compensation or other payments from third parties in return for serving

There are no agreements

or arrangements by which any directors or nominees are to receive compensation or other payments from third parties in return for serving

on the Board of Directors.

Pension Benefits

We currently have no plans

that provide for payments or other benefits at, following, or in connection with retirement of our officers.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table provides

information concerning the beneficial ownership of the Company’s common Stock by each director and nominee for director, certain

executive officers, and by all directors and officers of the Company as a group as of the Record Date.

In addition, the table provides

information concerning the current beneficial owners, if any, known to the Company to hold more than five percent (5%) of the outstanding

common Stock of the Company.

We currently have no

plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information concerning the beneficial

ownership of the Company’s common Stock by each director and nominee for director, certain executive officers, and by all directors

and officers of the Company as a group as of April 26, 2023.

In addition, the table provides information concerning the current beneficial

owners, if any, known to the Company to hold more than five percent (5%) of the outstanding common Stock of the Company.

The amounts and percentage of stock beneficially owned are reported

4 unchanged sentences

also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days

after December 15, 2021.

after October 17, 2022.

Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person

3 unchanged sentences

Name and Address (1) of Beneficial Owner

Owned Directly

Securities Owned

Percentage of

Gareth Sheridan

3 unchanged sentences

Radu Bujoreanu

Jeff Patrick(3)(5)

Patrick Ryan(5)

Allan Smith(5)

Gerald Goodman (3)

Larry Dillaha(5)

All officers and directors as a group (10 individuals)

* Less than One (1%) Percent.

The address for each director and officer, unless indicated otherwise, is c/o Nutriband, Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

(1) The address for each director and officer, unless indicated

otherwise, is c/o Nutriband, Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

(2) Includes 29,167 shares owned by Mr.

Melnik’s wife, as to which

Melnik disclaims beneficial interest, and 25,000 shares owned by each of his two minor children.

Includes 21,072 shares owned by Strategic Pharmaceutical Consulting, with respect to which Dr.

Jeff Patrick, chief scientific officer, has the power to vote and dispose of the shares.

Patrick was granted a three-year option under the Company’s 2021 Employee Stock Option Plan on January 21, 2022, to purchase 10,000 shares of common stock at an exercise price of $4.85 per share.

Gerald Goodman holds 22,500 shares directly and was granted a three-year option under the Company’s 2021 Employee Stock Option Plan on November 20, 2021 to purchase 10,000 shares of common stock at an exercise price of $4.85 per share.

Goodman also was issued on October 22, 2021 a stock purchase warrant for the purchase of 75,000 shares of common stock, exercisable at $4.90 per share.

On January 21, 2022, the Board of Directors approved three-year stock option grants under the Company’s 2021 Employee Stock Option Plan for an aggregate of 118,500 shares of common stock to employees and directors as compensation for services rendered in fiscal 2021, at a $4.85 per share option price, except those options issued to Gareth Sheridan and Serguei Melnik, which are exercisable at $5.34 per share.

To our knowledge, all beneficial

owners named in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Melnik’s wife,

as to which Mr.

Melnik disclaims beneficial ownership, and 58,334 shares held under the UGMA for the benefit of his minor children.

(3) Gerald Goodman holds 26,250 shares directly and has been

granted three-year options under the Company’s 2021 Employee Stock Option Plan to purchase an aggregate of 55000 shares of common

stock at exercise prices ranging from $4.09 per share to $4.20 per share.

Goodman also was issued on October 22, 2021 a

stock purchase warrant for the purchase of 87,500 shares of common stock, exercisable at $4.20 per share.

To our knowledge, all beneficial owners named

in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Changes in Control

We are unaware of any contract or other arrangement the operation of

which may at a subsequent date result in a change in control of our company.

We are unaware of any contract or other arrangement

the operation of which may at a subsequent date result in a change in control of our company.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Issuance of Stock Options to Directors and Management

During the year ended January

31, 2021, Serguei Melnik, a director and our former chief financial officer, and Dr.

Alan Smith, our chief operating officer, advanced

us $18,128, all of which was repaid.

As of January 31, 2021, the amount due each of these officers is $-0-.

On January 31, 2020, we issued 8,572 shares to

each of Sean Gallagher and to Strategic Pharmaceutical Consulting LLC, which is controlled by Jeff Patrick, for services rendered by Mr.

Gallaher and Dr.

Patrick valued at $120,000.

These issuances were made pursuant to employment agreements with Mr.

Gallagher and Dr.

which provide for annual compensation of $60,000 and represented compensation for the years ended December 31, 2019 and 2018.

During the year ended January 31, 2021, Serguei

Melnik, our chief financial officer, and Dr.

Alan Smith, our chief operating officer, advanced us $18,128, all of which was repaid.

of January 31, 2021, the amounts due the officers was $-0-.

On January 5, 2021, the Company issued the following

numbers of shares common stock to Company officers and members of its Board of Directors.

All stock issuances were valued by the Board

at $15.00 per share.

Gareth Sheridan, CEO and Director

Sean Gallagher, Executive Chairman and Director

Serguei Melnik, Director

Michael Myer, President of Pocono Pharma and Director

On May 10, 2022 the Board approved the following stock grants to the

listed officers and directors:

1,667 shares of common stock

Radu Bujoreanu, Director

Damon, Director

Michael Doron, Director*

Mark Hamilton, Director

1,667 shares of common stock

Stefani Mancas, Director

Vsevolod Grigore, Director

Patrick Ryan, Chief Technical Officer

Gerald Goodman, Chief Financial Officer

Alan Smith, Chief Operating Officer and President of 4P Therapeutics

Vitalie Botgros, Consultant

Thomas Cooney, Director*

Jay Moore, Director*

Former directors.

On January 21, 1022, the Company’s Board

approved issuances as set forth below to officers and directors of stock option awards under the Corporation’s 2021 Employee Stock

Option Plan which was approved by stockholders at the Annual Meeting and established the exercise price for the awards using the fair

value of the common stock closing price as of January 21, 2022.

The exercise price for Gareth Sheridan and Serguei Melnik was $5.34 per

the terms of the Plan.

Number of Shares

Per Share Exercise Price

Consideration

Serguei Melnik