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Item 1. Financial Statements

2023-06-09 compared with 2022-12-02 · 429 added, 629 removed, 296 unchanged (78% of the section changed)

FINANCIAL STATEMENTS

Certain information and footnote disclosures required

under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial

statements pursuant to the rules and regulations of the Securities and Exchange Commission.

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.

information and footnote disclosures required under accounting principles generally accepted in the United States of America have been

condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.

The results of operations for the three months

ended April 30, 2023, and 2022 are not necessarily indicative of the results for the entire fiscal year or for any other period.

AND SUBSIDIARIES

1 unchanged sentence

CURRENT ASSETS:

cash equivalents

Cash and cash equivalents

Accounts receivable

Current Assets

Prepaid expenses

Total Current Assets

PROPERTY & EQUIPMENT-net

OTHER ASSETS:

Operating lease right

LIABILITIES AND

STOCKHOLDERS’ EQUITY

Operating lease right of use asset

Intangible assets-net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable and

accrued expenses

Accounts payable and accrued expenses

Deferred revenue

Operating lease liability-current

payable-current portion

Current Liabilities

Operating lease liability-current portion

Notes payable-current portion

Total Current Liabilities

LONG-TERM LIABILITIES:

Note payable-net of

current portion

lease liability-net of current portion

Note payable-net of current portion

Note payable-related party

Operating lease liability-net of current portion

Total Liabilities

Commitments and Contingencies

2 unchanged sentences

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

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

7,843,150 shares issued at April 30, 2023 and January 31, 2023 and 7,833,150 shares outstanding as of April 30,2023 and January 31, 2023, respectively

Additional paid-in-capital

Accumulated other comprehensive

Accumulated other comprehensive loss

Treasury stock, 10,000 and 10,000 shares at cost, respectively

( 20,815,380 )

( 18,011,231 )

Stockholders’ Equity

TOTAL LIABILITIES AND

STOCKHOLDERS’ EQUITY

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

Accumulated deficit

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See notes to unaudited consolidated financial statements

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Nine Months Ended

Costs and expenses:

Cost of revenues

Research and development expenses

Selling, general and administrative expenses

Research and development

Selling, general and administrative

Total Costs and Expenses

Loss from operations

( 1,071,519 )

( 1,538,441 )

( 2,791,644 )

( 2,335,647 )

Other income (expense):

Gain on extinguishment of debt

Interest income

Interest expense

1 unchanged sentence

Loss before provision for income taxes

( 1,075,485 )

( 1,571,821 )

( 2,804,149 )

( 2,407,701 )

Provision for income taxes

( 1,075,485 )

( 1,571,821 )

( 2,804,149 )

( 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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Other Comprehensive Loss:

$ ( 1,075,485 )

$ ( 1,571,821 )

$ ( 2,804,149 )

$ ( 2,407,701 )

Foreign currency translation adjustment

Total Comprehensive Loss

$ ( 1,075,485 )

$ ( 1,571,821 )

$ ( 2,804,149 )

$ ( 2,407,701 )

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

See notes to unaudited consolidated financial statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Months Ended October 31, 2022

Comprehensive

February 1, 2022

$ ( 18,011,231 )

$ ( 104,467 )

stock returned in settlement

( 1,400,000 )

stock issued for services

stock repurchased

issued for services

loss for the nine months ended October 31, 2022

( 2,804,149 )

October 31, 2022

$ ( 20,815,380 )

$ ( 130,133 )

Nine Months Ended October 31, 2021

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Months Ended April 30, 2023

Comprehensive

1 unchanged sentence

$ ( 22,494,705 )

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

Settlement of warrant round

Deemed dividend for warrants

Net loss for the nine

months ended October 31, 2021

( 2,407,701 )

Balance, October 31, 2021

$ ( 14,242,806 )

Three Months Ended October 31, 2022

Comprehensive

Balance, July 1, 2022

$ ( 19,739,895 )

$ ( 130,133 )

Options issued for services

Net loss for the three months ended October

( 1,075,485 )

Net loss for the three months ended April 30, 2023

( 1,015,229 )

Balance, October 31, 2022

( 1,015,229 )

Balance, April 30, 2023

$ ( 23,509,934 )

Three Months Ended October 31, 2021

Months Ended April 30, 2022

Comprehensive

Balance, July 1, 2021

Balance, February 1, 2022

$ ( 18,011,231 )

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

$ ( 104,467 )

Treasury stock repurchased

Net loss for the three months ended April 30, 2022

Balance, April 30, 2022

$ ( 18,701,220 )

Balance, October 31, 2021

$ ( 193,663 )

See notes to unaudited

consolidated financial statements

NUTRIBAND INC.

See notes to unaudited consolidated financial

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

Cash flows from operating activities:

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Depreciation and amortization

Amortization of debt discount

Amortization of right of use asset

(Gain) loss on extinguisment of debt

Options issued for services

Treasury stock issued for services

Common stock issued for services

Stock-based compensation-warrants

Stock-based compensation-options

Changes in operating assets and liabilities:

5 unchanged sentences

Net Cash Used In Operating Activities

( 2,173,193 )

( 1,576,789 )

Cash flows from investing activities:

2 unchanged sentences

Cash flows from financing activities:

Proceeds from sale of common stock

Proceeds from sale of common stock in public offering

Proceeds from the exercise of warrants

Proceeds from line of credit

Payment on note payable

Payment on related party note payable

( 1,500,000 )

Payment on finance leases

Purchase of treasury stock

2 unchanged sentences

Net change in cash

( 2,075,550 )

Cash and cash equivalents - Beginning of period

3 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Common stock returned in settlement

Common stock issued for settlement of notes payable

Common stock issued for prepaid consulting

Non-cash payment for license agreement

Common stock issued for subscription payable

Adoption of ASC 842 Operating lease asset and liability

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.

See notes to unaudited consolidated financial statements.

AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

as of and for the Nine Months Ended October 31,

2022 and 2021

ORGANIZATION AND DESCRIPTION

Nutriband Inc.

to Unaudited Consolidated Financial Statements

of and for the Three Months Ended April 30, 2023 and 2022

AND DESCRIPTION OF BUSINESS

(the “Company”) is a Nevada corporation, incorporated on January 4, 2016.

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References to the Company relate to the Company and its subsidiaries unless the context indicates otherwise.

2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 shares of common

stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent intellectual

property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics.

The former owner of 4P Therapeutics

has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics.

owner resigned as a director in January 2022.

4P Therapeutics

is engaged in the development of a series of transdermal pharmaceutical products, that are in the preclinical stage of development.

to the acquisition of 4P Therapeutics, the Company’s business was the development and marketing of a range of transdermal consumer

Most of these products are considered drugs in the United States and cannot be marketed in the United States without approval

by the Food and Drug Administration (the “FDA”).

The Company entered a feasibility agreement as an initial step to seek FDA

approval of its consumer transdermal products and its consumer products which are not being marketed in the United States.

With the acquisition

of 4P Therapeutics, 4P Therapeutics’ drug development business became the Company’s principal business.

The Company’s

approach is to use generic drugs that are off patent and incorporate them into the Company’s transdermal drug delivery system.

these medications have received FDA approval in oral or injectable form, the Company needs to conduct a transdermal product development

program which will include the preclinical and clinical trials that are necessary to receive FDA approval before we can market any of

our pharmaceutical products.

On August 25,

2020, the Company formed Pocono Pharmaceuticals Inc.

(“Pocono Pharmaceuticals”), a wholly owned subsidiary of the Company.

On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical, Cosmetic, and Nutraceutical

business of Pocono Coated Products LLC (“PCP”).

August 1, 2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 shares

of common stock, valued at $1,850,000, and $400,000, and a royalty of 6% on all revenue generated by the Company from the abuse deterrent

intellectual property that had been developed by 4P Therapeutics payable to the former owner of 4P Therapeutics.

The former owner of

4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics.

The former owner resigned as a director in January 2022.

Therapeutics is engaged in the development of a series of transdermal pharmaceutical products, that are in the preclinical stage of development.

Prior to the acquisition of 4P Therapeutics, the Company’s business was the development and marketing of a range of transdermal

consumer patches.

Most of these products are considered drugs in the United States and cannot be marketed in the United States without

approval by the Food and Drug Administration (the “FDA”).

The Company entered a feasibility agreement as an initial step

to seek FDA approval of its consumer transdermal products and its consumer products which are not being marketed in the United States.

the acquisition of 4P Therapeutics, 4P Therapeutics’ drug development business became the Company’s principal business.

Company’s approach is to use generic drugs that are off patent and incorporate them into the Company’s transdermal drug delivery

Although these medications have received FDA approval in oral or injectable form, the Company needs to conduct a transdermal

product development program which will include the preclinical and clinical trials that are necessary to receive FDA approval before

we can market any of our pharmaceutical products.

August 25, 2020, the Company formed Pocono Pharmaceuticals Inc.

(“Pocono Pharmaceuticals”), a wholly owned subsidiary of

On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical, Cosmetic,

and Nutraceutical business of Pocono Coated Products LLC (“PCP”).

The net assets were contributed to Pocono Pharmaceuticals.

Included in the

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

Included in the transaction, Pocono Pharmaceuticals also acquired 100 % of the membership interests of Active Intelligence LLC (“Active

Intelligence”).

Pocono Pharmaceuticals

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Pocono helps their

customer with product design and development along with manufacturing to bring new products to market with minimal capital investment.

customers 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:

3 unchanged sentences

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

tape is used 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.

OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements

The consolidated

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

(consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes

in stockholders’ equity and cash flows for all periods presented have been made.

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.

Certain information

and footnote disclosures required under generally accepted accounting principles in the United States of America (“U.S.

have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including interim reporting

requirements of the U.S.

consolidated balance sheet as of April 30, 2023, 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 (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations,

changes in stockholders’ equity and cash flows for all periods presented have been made.

The results for the three months ended

April 30, 2023, 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, 2023.

information and footnote disclosures required under generally accepted accounting principles in the United States of America (“U.S.

GAAP”) have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including

interim reporting requirements of the U.S.

Securities and Exchange Commission (“SEC”).

The preparation of consolidated financial statements

in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosures

of contingent amounts in our consolidated financial statements and accompanying footnotes.

Actual results could differ from estimates.

The preparation of consolidated financial

statements in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts and the

disclosures of contingent amounts in our consolidated financial statements and accompanying footnotes.

Actual results could differ from

The Company’s

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 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

significant accounting policies in Note 2 in the Company’s Annual Report on Form 10-K for the year ended January 31, 2023.

were no significant changes to these accounting policies during the three months ending April 30, 2023.

2022, our Board of Directors approved the amendment to our Articles of Incorporation to affect a 7 for 6 forward stock split (the “Stock

Split”) of our outstanding common stock.

2 unchanged sentences

The 7:6 forward stock split was effective for trading purposes on the Nasdaq Capital Market on August

Each shareholder of record as of the August 15, 2022 record date received one (1) additional share for each six (6) shares held

as of the record date.

Each shareholder of record as of the August 15, 2022, record date received one (1) additional share for each six (6) shares

held as of the record date.

No fractional shares of common stock were issued in connection with the Stock Split.

Instead, all shares were rounded

up to the next whole share.

Instead, all shares were

rounded up to the next whole share.

In connection with the Stock Split, which did not require shareholder approval under the Nevada corporation

1 unchanged sentence

increased in the Stock Split, from 250,000,000 authorized shares to 291,666,666 authorized shares.

All share and

per share information in these financial statements retroactively reflect the forward stock split.

share and per share information in these financial statements retroactively reflect the forward stock split.

Concern Assessment

assesses liquidity and going concern uncertainty in the Company’s condensed financial statements to determine whether there is sufficient

cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date

the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”,

as defined in GAAP.

As part of this assessment, based on conditions that are known and reasonably knowable to management, management will

consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including timing and nature of projected

cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if

necessary, among other factors.

Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing

curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can

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 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

losses since its inception and has relied on sales of securities and issuance of third-party and related-party debt to support cash flow

from operations.

assesses liquidity and going concern uncertainty in the Company’s condensed financial statements to determine whether there is

sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from

the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward

period”, as defined in GAAP.

As part of this assessment, based on conditions that are known and reasonably knowable to management,

management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including timing

and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise

additional capital, if necessary, among other factors.

Based on this assessment, as necessary or applicable, management makes certain

assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable

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

30, 2023, the Company had cash and cash equivalents of $ 1,278,075 and working capital of $ 1,209,099 .

For the three months ended April

30, 2023, the Company incurred an operating loss of $ 1,015,229 and used cash flow from operations of $ 749,864 .

The Company has generated

operating losses since its inception and has relied on sales of securities and issuance of third-party and related-party debt to support

cash flow from operations.

In October 2021, the Company consummated a public offering and received net proceeds of $ 5,836,230 .

The Company also

received to date $ 3,239,845 proceeds from the exercise of warrants.

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

operations and the Company’s ability to continue operations as a going concern.

The impact of COVID-19 on the Company’s business

has been considered in these assumptions;

however, it is too early to know the full impact of COVID-19 or its timing on a return to normal

also received to date $ 3,239,845 proceeds from the exercise of warrants.

The Company has used these proceeds to fund operations and will

continue to use the funds as needed.

In March 2023, the Company entered a three-year $ 2,000,000 Credit Line Note facility which will permit

the Company to draw down on the credit line to fund the Company’s research and development of its Aversa product.

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 operations and the Company’s ability to continue operations as a going concern.

The impact of COVID-19 on the Company’s

business has been considered in these assumptions;

however, it is too early to know the full impact of COVID-19 or its timing on a return

to normal operations.

believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment.

6 unchanged sentences

of August 1, 2018, and the operations of Pocono and Active Intelligence are included in the Company’s financial statements from

the date of acquisition of September 1, 2020.

the date of acquisition of September 1, 2020, under Pocono Pharmaceuticals Inc.

The wholly owned subsidiaries are as follows:

1 unchanged sentence

Pharmaceuticals Inc.

Intelligence LLC

The preparation

of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires

the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related

disclosure of contingent assets and liabilities.

On an ongoing basis, the Company evaluates its estimates including, but not limited to,

those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation

The Company bases its estimates on historical experience and on other various assumptions that are believed to be reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that

are not readily apparent from other sources.

preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States

of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and

expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, the Company evaluates its estimates including,

but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts

and valuation allowances.

The Company bases its estimates on historical experience and on other various assumptions that are believed

to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets

and liabilities that are not readily apparent from other sources.

Actual results could differ from those estimates.

the FASB issued ASU No.

2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the

accounting standards for revenue recognition.

ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an

entity expects to be entitled when products are transferred to a customer.

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:

● 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.

● Product revenues are derived from the sale of the Company’s consumer transdermal and coated products.

May 2014, the FASB issued ASU No.

2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which

amends the accounting standards for revenue recognition.

ASU 2014-09 is based on principles that govern the recognition of revenue at

an amount an entity expects to be entitled when products are transferred to a customer.

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.

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 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

Upon the reception of a purchase order, we have the order filled and shipped.

Contracts with Customers

A contract with a customer exists when

(i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be

transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii)

we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s

intent and ability to pay the promised consideration.

Contract Liabilities

Deferred revenue is a liability related

to a revenue producing activity for which revenue has not been recognized.

The Company records deferred revenue when it receives consideration

from a contract before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.

Performance Obligations

A performance obligation is a promise

in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard.

transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation

is satisfied.

For the Company’s different revenue service types, the performance obligation is satisfied at different times.

Company’s performance obligations include providing products and professional services in the area of research.

The Company recognizes

product revenue performance obligations in most cases when the product has shipped to the customer.

When we perform professional service

work, we recognize revenue when we have the right to invoice the customer for the work completed, which typically occurs over time on

a monthly basis for the work performed during that month.

recognized in the income statement is considered to be revenue from contracts with customers.

Disaggregation of Revenues

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

with Customers

contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights

regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract

has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred

is probable based on the customer’s intent and ability to pay the promised consideration.

revenue is a liability related to a revenue producing activity for which revenue has not been recognized.

The Company records deferred

revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue to be recognized

in conformity with GAAP.

performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in

the new revenue standard.

The contract transaction price is allocated to each distinct performance obligation and recognized as revenue

when, or as, the performance obligation is satisfied.

For the Company’s different revenue service types, the performance obligation

is satisfied at different times.

The Company’s performance obligations include providing products and professional services in

the area of research.

The Company recognizes product revenue performance obligations in most cases when the product has shipped to the

When we perform professional service work, we recognize revenue when we have the right to invoice the customer for the work

completed, which typically occurs over time on a monthly basis for the work performed during that month.

revenue recognized in the income statement is considered to be revenue from contracts with customers.

Disaggregation

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

See the tables:

Nine Months Ended

Three Months Ended

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Sale of goods

Nine Months Ended

Three Months Ended

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The Company maintains allowances for doubtful accounts

for estimated losses from the inability of its customers to make required payments.

The Company determines its allowances by both specific

identification of customer accounts where appropriate and the application of historical loss to non-applicable accounts.

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

for estimated losses from the inability of its customers to make the required payments.

The Company determines its allowances by both

the specific identification of customer accounts where appropriate and the application of historical loss to non-applicable accounts.

For the three months ended April 30, 2023, and 2022, the Company recorded no bad debt expense for doubtful accounts related to account

are valued at the lower of cost and reasonable value determined using the first-in, first-out (FIFO) method.

Net realized value is the

estimated selling price in the ordinary course of business, less applicable variable selling expenses.

The cost of finished goods and

work in process is comprised of material costs, direct labor costs and other direct costs and related production overheads (based on normal

operating capacity).

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

The net realized value is

the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

The cost of finished goods

and work in process is comprised of material costs, direct labor costs and other direct costs and related production overheads (based

on normal operating capacity).

As of April 30, 2023, total inventory was $ 181,497 , consisting of work-in-process of $ 41,432 and raw materials

of $ 140,064 .

As of January 31, 2023, total inventory was $ 229,335 , consisting of work-in-process of $ 11,021 and raw materials of $ 218,334 .

Plant and Equipment

equipment represent an important component of the Company’s assets.

and equipment represent an important component of the Company’s assets.

The Company depreciates its plant and equipment on a straight-line

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assets are depreciated range from 3 to 20 years as follows:

Lab Equipment

Furniture and fixtures

Machinery and equipment

and equipment

10 - 20 years

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to patent technology.

A substantial component of the purchase price related to the Company’s acquisitions have also been assigned

A substantial component of the purchase price related to the Company’s acquisitions has also been assigned

to intellectual property and other intangibles.

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Company recorded Goodwill of $ 5,810,640 .

During the year ended January 31, 2022, the Company recorded an impairment charge of $ 2,180,836

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

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

During the years ended January 31, 2023, and 2022, the Company recorded an impairment charge

of $ 327,326 and $ 2,180,836 , respectively, reducing the Active Intelligence LLC Goodwill to $ 3,302,478 .

As of April 30, 2023, and January

31, 2023, Goodwill amounted to $ 5,021,713 and $ 5,021,713 , respectively.

reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying

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be the difference between the fair market value of the long-lived asset and the related book value.

Basic earnings

per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during

Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common

stock and potential shares of common stock outstanding during the period.

Potential shares of common stock consist of shares issuable

upon the exercise of outstanding options and common stock purchase warrants.

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,

measured at their fair values as of that date, with limited exceptions specified in the accounting literature.

In accordance with this

guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally

be expensed as incurred.

That replaces the cost-allocation process detailed in previous accounting literature, which required the cost

of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair value.

earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding

during the period.

Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares

of common stock and potential shares of common stock outstanding during the period.

Potential shares of common stock consist of

shares issuable upon the exercise of outstanding options and common stock purchase warrants.

As of April 30, 2023, and 2022, there were

1,783,373 and 1,626,373 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.

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

date, measured at their fair values as of that date, with limited exceptions specified in the accounting literature.

In accordance with

this guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will

generally be expensed as incurred.

That replaces the cost-allocation process detailed in previous accounting literature, which required

the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair value.

February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), to provide a new comprehensive model for lease accounting

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recognition guidance.

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

Company applies 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

development costs are expensed as incurred.

Taxes are calculated

in accordance with taxation principles currently effective in the United States and Ireland.

accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities

and development costs are expensed as incurred.

are calculated in accordance with taxation principles currently effective in the United States and Ireland.

Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been included in the financial statements.

Under this method,

deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and

liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of

a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets

and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

records net deferred tax assets to the extent they believe these assets will more likely than not be realized.

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Value Measurements

820, “Fair Value Measurements and Disclosure” (“ASC 820”), defines fair value as the exchange price that would

be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or

liability in an orderly transaction between participants on the measurement date.

ASC 820 also establishes a fair value hierarchy which

requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

820 describes three levels of inputs that may be used to measure fair value.

utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial

ASC 820, “Fair Value Measurements and Disclosure” (“ASC 820”), defines fair value as the exchange price that

would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset

or liability in an orderly transaction between participants on the measurement date.

ASC 820 also establishes a fair value hierarchy

which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value.

Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial

assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during

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These tiers are defined as follows:

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.

Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses, and accrued

expenses approximate their fair value due to the short maturities of these financial instruments.

Reclassification

has reclassified prior year amounts to show the allocation of depreciation expense to cost of goods sold.

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.

Unobservable inputs about which little or no market

data exists, therefore requiring an entity to develop its own assumptions.

carrying value of the Company’s financial instruments, including accounts receivable, prepaid expenses, accounts payable and accrued

expenses, and deferred revenue approximate their fair value due to the short maturities of these financial instruments.

Accounting Standards

2021, the FASB issued ASU 2021-08, Business Combinations (Topic805):

Accounting for Contract Assets and Contract Liabilities from Contracts

with Customers, which clarifies how to properly account for deferred revenue in a business combination.

ASU 2021-08 is effective for periods

after December 15, 2022.

The Company adopted ASU 2021-08 on February 1, 2022.

The adoption of ASU 2021-08 did not have a material effect

on the Company’s consolidated financial statements.

has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period

reported and in future periods.

The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe

that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the

The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards

are under consideration.

PROPERTY AND EQUIPMENT

Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during

the period reported and in future periods.

The Company has carefully considered the new pronouncements that alter previous GAAP and does

not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations

in the near term.

The applicability of any standard is subject to the formal review of the Company’s financial management and certain

standards are under consideration.

AND EQUIPMENT

Lab equipment

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Net Property and Equipment

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

Notes Payable

2020, the Coronavirus Aid Relief and Economic Security Act (“CARES ACT” was enacted.

The CARES ACT established the Paycheck

Protection Program (“PPP”) which funds small businesses through federally guaranteed loans.

Under the PPP, companies are eligible

for forgiveness of principal and interest if the proceeds are used for eligible payroll costs, rent and utility costs.

On June 17, 2020,

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 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 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.

Active Intelligence,

the Company’s newly acquired subsidiary, entered into an agreement with the Carolina Small Business Development Fund for a line

of credit of $160,000 due October 16, 2029, with interest of 5% per year.

Depreciation expenses amounted to $ 46,914

and $ 45,021 for the three months ended April 30, 2023, and 2022, respectively.

During the three months ended April 30, 2023, and 2022,

depreciation expenses of $ 36,179 and $ 27,693 , respectively, have been allocated to cost of goods sold.

Intelligence, the Company’s newly acquired subsidiary, entered into an agreement with the Carolina Small Business Development Fund

for a line of credit of $160,000 due October 16, 2029, with interest of 5% per year .

The amount assumed was $ 139,184 .

The loan requires monthly payments

of principal and interest of $ 1,697 .

During the year ended January 31, 2022, principal and interest payments of $ 8,344 were forgiven under

the Cares Act.

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

During the nine months ended October 31, 2022,

the Company made $ 11,185 of principal payments.

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.

The contract price was $32,274, of which

$22,795 was financed.

The loan requires

monthly payments of principal and interest of $ 1,697 .

During the three months ended April 30, 2023, the Company made $ 4,877 of principal

As of April 30, 2023, the amount due was $ 96,837 , of which $ 15,535 is current.

April 3, 2022, the Company entered into a retail installment agreement for the purchase of an automobile.

The contract price was $32,274,

of which $22,795 was financed.

The agreement is for five years bearing interest at 2.95% per annum with payments of $495 per month.

secured by automobile.

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

two finance leases secured by equipment.

The leases mature in 2025 and 2026.

The incremental borrowing rate is 5.0 %.

The amount due on

the leases was $ 121,544 , all of which was paid during the year ended January 2022.

Party Payable

On August 31,

2020, in connection with the Company’s acquisition of Pocono Products LLC, the Company issued to Pocono Coated Products LLC a promissory

note, net of debt discount, in the amount of $1,332,893 with interest accruing at an annual rate of 0.17%, due on August 28, 2021, or

immediately following the earlier of a capital raise of no less than $4,000,000 and/or a public offering of no less than $4,000,000.

members of Pocono Coated Products LLC, which include Mike Myer who is a related party, are shareholders of the Company.

During the three

months ended April 30, 2021, the Company recorded amortization of debt discount of $ 36,554 .

In October 2021, the note in the amount of

$ 1,500,000 was paid in full.

loan is secured by automobile.

As of April 30, 2023, the amount due was $18,523 of which $4,396 is current.

March 19, 2023, the Company entered into a Credit Line Note agreement with TII Jet Services LDA, a shareholder of the Company, for a

credit facility of $ 2 million.

Outstanding advances under the Note bears interest at 7 % per annum.

The promissory note is due and payable

in full on March 19, 2026.

Interest is payable annually on December 31 of each year during the term of the note.

In March 2023, the Company

was advanced $ 50,000 on the Note.

The Company recorded interest expense of $ 504 for the three months ended April 30, 2023.

Interest expense

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 .

for the three months ended April 30, 2023, and 2022, was $ 3,166 and $ 4,110 , respectively.

INTANGIBLE ASSETS

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,

30, 2023, and January 31, 2023, intangible assets consisted of intellectual property and trademarks, customer base, and license agreement,

net of amortization, as follows:

Customer base

License agreement

Intellectual property and trademarks

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Net Intangible Assets

2021, the Company acquired an IP license for $ 50,000 , see Note 10- “Rambam Agreement” for further discussion regarding the

license agreement.

The value of the intangible assets, consisting of intellectual property, license agreement and customer base has been

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

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.

expense for the three months ended April 30, 2023, and 2022 was $ 28,287 and $ 32,454 , 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 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.

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.

a) On February 1, 2023, options to purchase 30,000 shares of the Company’s common stock were issued

to an executive of the Company at a price of $ 3.975 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.

The fair value

of the options issued for services amounted to $ 75,030 and was expensed during the three months ended April 30, 2023.

b) On March 19, 2023, the Company entered into a Credit Line Note agreement with TII Jet Services LDA, a

shareholder of the Company, for a credit facility of $ 2 million.

See Note 4 for further information.

TII Jet Services LDA is owned 100 %

by a shareholder of the Company.

STOCKHOLDERS’ EQUITY

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and authorize 10,000,000 shares of Preferred Stock, par value $ 0.001 per share.

On May 24, 2019, the board of directors created a series

of preferred stock consisting of 2,500,000 shares designated as the Series A Convertible Preferred Stock (“Series A Preferred Stock”).

On May 24, 2019, the board of directors created a series of

preferred stock consisting of 2,500,000 shares designated as the Series A Convertible Preferred Stock (“Series A Preferred Stock”).

On June 20, 2019, the Series A preferred Stock was terminated, and the 2,500,000 shares were restored to the status of authorized but

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its authorized common stock from 100,000,000 to 25,000,000 shares.

On January 27, 2020, the Company amended its Articles of

Incorporation to increase its authorized common shares from 25,000,000 authorized shares to 250,000,000 authorized shares.

On July 26, 2022, the Company effected a 7-for-6 forward

stock split pursuant to which each shareholder of record as of the August 15, 2022, record date received one (1) additional share for

each six (6) shares held as of the record date.

On January 27, 2020, the Company amended its Articles of Incorporation

to increase its authorized common shares from 25,000,000 authorized shares to 250,000,000 authorized shares.

On July 26, 2022, the Company effected a 7-for-6 forward stock

split pursuant to which each shareholder of record as of the August 12, 2022, record date received one (1) additional share for each six

(6) shares held as of the record date.

On August 4, 2022, the Company amended its Articles of Incorporation

to increase its authorized common shares from 250,000,000 authorized shares to 291,666,666 authorized shares.

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 .

Activity during the Three Months Ended April 30, 2023

(a) As of April 30, 2023, the Company holds 10,000 of its shares comprising $ 32,641 of treasury stock.

There was no activity during the

three months ended April 30, 2023.

Activity during the Three Months Ended

April 30, 2022

(a) In March 2022, the Company purchased 26,836 shares of its common stock for $ 89,196 and recorded the purchase

as Treasury Stock.

As of April 30, 2022, the Company holds 58,547 of its shares comprising the $ 193,633 of treasury stock.

OPTIONS and WARRANTS

The following table summarizes the changes

in warrants outstanding and the related price of the shares of the Company’s common stock issued to management ( 87,500 warrants

were issued to the Chief Financial Officer) and non-employees of the Company during the year ended January 31, 2022.

in warrants outstanding and the related price of the shares of the Company’s common stock issued to non-employees of the Company

during the three months ended April 30, 2023.

On March 7, 2023, the Company issued 30,000 warrants to purchase the Company’s common

shares to Barandic Holdings Ltd.

for services provided.

The warrants are exercisable at a price of $ 4.00 per share and expire five years

from the date of issuance.

Outstanding, January 31, 2022

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Expired/Cancelled

Outstanding- October 31, 2022

Exercisable - October 31, 2022

Outstanding- April 30, 2023

Exercisable - April 30, 2023

The following

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

table summarizes additional information relating to the warrants outstanding as of April 30, 2023:

Weighted Average

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Weighted Average

Range of Exercise

Remaining Contractual

Exercise Price for Shares

Shares Outstanding

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.

Note 7 for the issuance of related party options.

On November 1, 2021, the Board of Directors

adopted the 2021 Employee Stock Option Plan (the “Plan”).

The Company has reserved 408,333 shares to issue and sell upon the

exercise of stock options.

In accordance with the Plan, on February 1, 2022, the Company reserved an additional 233,333 shares and on

February 1, 2023, the Company reserved an additional 233,333 shares.

The options vest immediately and expire in three years.

Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISO’s”) under Section 422 of

the Internal Revenue Code of 1986 (the “Code”) or which are not (“non-ISO’s”) intended to qualify as Incentive

Stock Options thereunder.

The Plan also provides for restricted stock awards representing shares of common stock that are issued subject

to such restrictions on transfer and other incidents of ownership and such forfeiture conditions as the Board of Directors, or the committee

administering the Plan composed of directors who qualify as “independent” under Nasdaq rules, may determine.

On November 3,

2021, the Company filed a Registration Statement on Form S-8, to register under the Securities Act of 1933, as amended the 408,333 shares

of common stock reserved for issuance under the Plan.

As of April 30, 2023, 374,664 shares remain in the Plan.

During the three months ended April 30,

2023, 30,000 options to purchase shares of the Company’s common stock were issued to an executive officer at a price of $ 3.975 per

The options vest immediately and expire three years from the date of issuance.

The fair value of the options issued for services

amounted to $ 75,030 and was recorded during the three months ended April 30, 2023.

The Company used the Black-Scholes valuation model

to record the fair value.

The valuation model used a dividend rate of 0 %;

expected term of 1.5 years;

volatility rate of 143.54 %;

a risk-free rate of 4.5 %.

During the year ended January 31, 2023,

279,584 options to purchase shares of the Company’s common stock were issued to executive officers and directors of the Company

at prices of $ 3.59 to $ 4.50 per share.

The options vest immediately and expire three years from the date of issuance.

The fair value of

the options issued for services amounted to $ 732,130 and was recorded during the year ended January 31, 2023.

The Company used the Black-Scholes

valuation model to record the fair value.

The valuation model used a dividend rate of 0 %;

expected term of 1.5 years;

volatility rate

of 152.10 - 174.45 %;

and a risk-free rate of 3 %.

Outstanding, January 31, 2022

2 unchanged sentences

Expired/Cancelled

Outstanding- October 31, 2022

Exercisable - October 31, 2022

The following table summarizes additional

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

Range of Exercise

Outstanding- April 30, 2023

Exercisable - April 30, 2023

following table summarizes additional information relating to the options outstanding as of April 30, 2023:

Weighted Average

Remaining Contractual

Exercise Price for Shares

9 SEGMENT REPORTING

Nine Months Ended

Three Months Ended

October 31, 2022

Gross profit %

Nine Months Ended

We organize and manage our business

in the following two segments which meet the definition of reportable segments under ASC280-10, Segment Reporting:

Sales of Goods and

These segments are based on the customer type of products or services provided and are the same as our business units.

financial information is available and regularly reviewed by our chief decision maker, who is our chief executive officer, in making resource

allocation decisions for our segments.

Our chief-decision maker evaluates segment performance to the GAAP measure of gross profit.

Three Months Ended

October 31, 2021

Gross profit %

Pocono Pharmaceuticals

4P Therapeutics

Pocono Pharmaceuticals

4P Therapeutics

Operating expenses

Selling ,general and administrative

Pocono Pharmaceuticals

4P Therapeutics

Research and development - 4P Therapeutics

Depreciation and Amortization

Pocono Pharmaceuticals

4P Therapeutics

following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States

and elsewhere.

the United States

Property and equipment, net

of accumulated depreciation

of the United States

Pharmaceuticals

COMMITMENTS AND CONTIGENCIES

Legal Proceedings

Following a three-day trial, on July

20, 2022, the Orange County Circuit Court entered a Final Judgment in favor of Nutriband for breach of contract, replevin and rescission

to rescind in the May 22, 2017 Share Exchange Agreement involving Nutriband, Advanced Health Brands Inc., and TD Therapeutics Inc.

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

and John Baker.

Thereafter, by Settlement Agreement

and Release dated August 19, 2022, all parties agreed that the above-referenced Final Judgment in favor of Nutriband is binding and enforceable,

no appeal would be taken, related Ohio and New York lawsuits were dismissed and all of the original Nutriband share certificates issued

to Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy and John Baker were returned to Nutriband.

Employment Agreements

The Company entered into a three-year

26 unchanged sentences

Goodman mutually agreed to reduce his annual salary to

Rambam Agreement

On December 9, 2020, the Company entered

into a License Agreement (the “License Agreement”) with Rambam Med-Tech Ltd.

(“Rambam”), Haifa, Israel, to develop

the RAMBAM Closed System Transfer Device (“CTSD”) and such other products as the parties agree to develop/commercialize.

Company will license from Rambam the full technology, IP, and title to CTSD in the field, with an Initial license fee of $ 50,000 and running

royalties on net sales.

The $ 50,000 license fee was paid by a third party at the direction of the Company in February 2021, at which time

the agreement became effective.

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

agreement, dated November 13, 2020, with BPM Inno Ltd., Kiryat, Israel (“BPM”), that, in consideration of BPM’s introduction

of Rambam to the Company, provided for BPM to have the rights as the exclusive of agent of the Company with Rambam and any other parties

similarly introduced by BPM, and for a commission payable to BPM by the Company of 4.5% of revenues received by the Company resulting

from the introduction of Rambam (and any other companies as to which the exclusive agency of BPM was in effect), and for BPM’s payment

of a royalty to Rambam.

If the Company fails to commercialize the medical products subject to the License Agreement with Rambam within

36 months, under the November 13, 2020 agreement, BPM and the Company would share 50/50 in the revenues generated from sales of the licensed

products from Rambam.

This agreement further provides that it will be effective for a period of 10 years, with either party having the

right to terminate on notice given 30 days prior to the desired termination, and also provided for certain territorial distribution rights

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

As of October 31, 2022, no revenues

have been earned and royalties have been accrued.

BPM Distribution and Stock Purchase

On March 10, 2021, the Company finalized

the Distribution Agreement with BPM, providing for distribution of the medical products developed and produced under the License Agreement.

Under the Distribution Agreement, BPM has the right to distribute the medical products in Israel and has a right of first refusal

in relation to all other countries/states, other than United States, Korea, China, Vietnam, Canada and Ecuador, which are termed excluded

Kindeva Drug Delivery Agreement

4 unchanged sentences

transdermal system).

The feasibility agreement is focused on adapting Kindeva’s commercial transdermal manufacturing process to

incorporate AVERSAI technology.

The feasibility agreement provides for on adapting Kindeva’s commercial transdermal manufacturing process to

incorporate AVERSAI technology in the fentanyl transdermal system.

The agreement will remain in force until

4 unchanged sentences

The estimated cost to complete the feasibility

Workplan is approximately $1.7 million and the timing to complete will be between eight to twelve months.

Workplan is approximately $ 2.1 million and the timing to complete will be between eight to fifteen months.

Nutriband made an advance deposit

of $ 250,000 in January 2022, to be applied against the final invoice.

The Workplan has commenced in February 2022, and the parties believe

The Workplan commenced in February 2022, and the parties believe

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

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

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

During the three months ended April 30, 2023, the Company has incurred

expenses of $ 400,430 and the deposit of $ 250,000 is included in prepaid expenses.

Lease Agreement

5 unchanged sentences

The Company recorded a Right of Use asset in the amount of $ 94,134 in connection with the valuation.

MDM Worldwide Agreement

In September 2022, the Company entered

into a public relations agreement with MDM Worldwide.

In connection with the agreement, the Company agreed to issue 20,000 options to

MDM Worldwide.

The terms of the options have not yet been agreed and the Company will issue the options when the exercise price and term

are finalized.

Money Channel Agreement

On March 13, 2023, the Company entered

into a media advertising agreement with Money Channel Inc.

The Company will pay a monthly fee and after ninety days can cancel the agreement.

The Company, after 90 days, will also issue options to purchase 50,000 shares of common stock to Money Channel Inc.

at an exercise price

of $ 4.00 per share.

SUBSEQUENT EVENTS

(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.

The Company has evaluated subsequent events through the filing of this

Quarterly Report on Form 10-Q and determined there have been no events that have occurred that would require adjustments to our disclosures

in the consolidated financial statements.

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