What changed in this filing

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Item 1A. Risk Factors

2023-12-13 compared with 2023-09-11 · 45 added, 2 removed, 76 unchanged (38% of the section changed)

40 unchanged sentences

for the foreseeable future.

We face litigation risks in a legal proceeding

that could have an adverse effect on our company.

On September 21, 2023, we were sued by Joseph

Gunnar, LLC, an investment broker-dealer located in New York City (“Gunnar”), in the Supreme Court of the State of New York,

County of New York, Commercial Division, claiming damages resulting from the Company’s termination in July 2023 of an engagement

letter for our use of Gunnar as an underwriter of a public offering of our common stock.

The complaint filed by Gunnar includes claims

for damages based on, inter alia, br each of contract, misrepresentations, inducement and fraud in connection with the termination

of the proposed offering by us.

Our Chief Executive Officer and our President are both named as individual defendants in this case (see

the more detailed description of this case in Item 1.

Legal Proceedings above in this report).

The Company has filed a counterclaim against

Gunnar for breach of contract and further claims for misrepresentations, inducement and fraud related to our termination of the engagement

and Gunnar has filed an Answer to our Counterclaims.

Litigation may be time-consuming, expensive and disruptive to normal business

operations, and the outcome of this litigation is difficult to predict.

The defense of this lawsuit may result in significant expense

and a diversion of management’s time and attention from the operation of our business, which could impede our ability to achieve

our business objectives, and an unfavorable outcome may have an adverse effect on our business, financial condition and results of operations.

Additionally, any amount that we may be required to pay to satisfy a judgment or settlement of this litigation may not be covered by insurance.

Under our By-Laws and the indemnification agreements that we have entered into with our officers and directors, we are required to indemnify

and advance expenses to them in connection with their participation in proceedings arising out of their service to us.

The outcome of

litigation is inherently uncertain.

If one or more legal matters in this litigation were resolved against the Company in a reporting period

for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period

could be materially adversely affected.

Our stock price has been and is likely

to continue to be volatile and you may not be able to resell shares of our common stock at or above the price you paid, if at all.

The trading price of our common stock has

experienced fluctuations due to the factors discussed in these risk factors section and elsewhere in this report.

In addition, the stock

market in general has, and the NASDAQ Global Market and technology companies in particular have, experienced extreme price and volume

fluctuations.

These trading prices and valuations may not be sustainable.

These broad market and industry factors may decrease the market

price of our common stock, regardless of our actual operating performance.

In addition, in the past, following periods of volatility in

the overall market and the market price of a company’s securities, securities class action litigation has often been instituted

against companies (primarily those that are larger than us) that experienced such volatility.

This type of litigation, if instituted against

us, regardless of its outcome, could result in substantial costs and a diversion of our management’s attention and resources.

Our business is impacted by the following additional

25 unchanged sentences

NUTRIBAND INC.

September 8, 2023

December 13, 2023

/s/ Gareth Sheridan

2 unchanged sentences

(Principal Executive Officer)

September 8, 2023

December 13, 2023

/s/ Gerald Goodman

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors