NutriBand Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Common Stock and Warrants Listing and Trading Since our initial public offering on October 1, 2021, our common stock has traded on The NASDAQ Capital Market under the symbol “NTRB”, and our Warrants are traded on that exchange under the symbol “NTRBW”. Shareholders of Record As of April 15, 2023, we had approximately 77 holders of record of our common stock; our Warrants are held in book entry form by the Depository Trust Corporation, which is the holder of record of all of the publicly-traded warrants, based upon data provided by our transfer agent. The transfer agent for the common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219, telephone (800) 937-5449. Dividends We have not declared any cash dividends at any time, and we do not anticipate declaring any cash dividends in the foreseeable future. Dual Listing on Upstream We have set up the dual listing of our common stock (“common stock”) on the MERJ Upstream stock exchange, operated by MERJ Exchange (“Upstream”), that is an exchange registered in the Seychelles under the Seychelles Securities Act, 2007. Our shares that are listed and traded on Upstream by our global stockholders would be uncertificated common stock represented by digital share tokens, that represent the same class and shares that are currently traded on the Nasdaq Stock Exchange. U.S. or Canada residents are not permitted to list their Nutriband shares on Upstream, which limits stockholder listings to non-residents of the U.S. and Canada. At present, a total of 250,000 shares of our common stock have been listed on Upstream by global holders. We have received comment letters from the SEC as to our disclosures in the Current Report on Form 8-K that we filed on January 5, 2023, announcing the dual listing, and expect that we will be filing further disclosures on the operation of the exchange and its rules regarding listing of Nutriband shares by our shareholders on that exchange. See discussion in “ITEM 1B. Unresolved Staff Comments.” in this Annual Report, as well as risk factors associated with the listing by Nutriband shareholders of their shares on that exchange set forth under “Risk Factors—Risks Concerning Our Securities”. 24 Sales of Unregistered Securities The following table sets forth the sales of unregistered securities since the Company’s last report filed under this item. Date  Title and Amount (1) Purchaser Principal Underwriter Total Offering Price/   Underwriting Discounts May 10, 2022 1,667 shares of common stock Radu Bujoreanu, Director NA $ 3,800/NA May 10, 2022 1,667 shares of common stock Stefani Mancas, Director NA $ 3,800/NA May 10, 2022 1,667 shares of common stock Irina Gram, Director NA $ 3,800/NA May 10, 2022 1,667 shares of common stock Consultant NA $ 3,800/NA May 10, 2022 1,667 shares of common stock Mark Hamilton, Director NA $ 3,800/NA May 10, 2022 1,667 shares of common stock Michael Meyer NA $ 38,000/NA May 10, 2022 11,667 shares of common stock Gareth Sheridan, CEO NA $ 38,000/NA May 10, 2022 583 shares of common stock Employee NA $ 1,900/NA May 10, 2022 583 shares of common stock Employee NA $ 1,900/NA May 10, 2022 583 shares of common stock Employee NA $ 1,900/NA May 10, 2022 583 shares of common stock Employee NA $ 1,900/NA November 8, 2022 583 shares of common stock Employee NA $ 1,900/NA November 8, 2022 1,667 shares of common stock Consultant NA $ 19,000/NA November 8, 2022 5,833 shares of common stock Consultant NA $ 102,750/NA (1) The issuances to employees, consultants and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D or Rule 701, promulgated by the SEC under the Securities Act. Issuer Purchases of Equity Securities During the year ended January 31,2023, the Company purchased 35,584 shares of its common stock for $119,006 and recorded the purchase as Treasury Stock. ITEM 6. [RESERVED] The Company, as a smaller reporting company, is not required to provide the information called for by this Item. 25