What changed in this filing

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Item 9A. Controls and Procedures

2024-05-01 compared with 2023-04-26 · 289 added, 220 removed, 457 unchanged (53% of the section changed)

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Based upon this evaluation, our chief executive officer and chief financial officer concluded that,

due to our limited internal audit function, our very limited staff, and our recent acquisition of 4P Therapeutics and Pocono Coated Products,

due to our limited internal audit function, our very limited staff, and our acquisition of 4P Therapeutics and Pocono Coated Products,

which are principally responsible for our business operations and were privately owned when we acquired them, were not effective as of

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OTHER INFORMATION

DISCLOSURE REGRDING FOREIGH JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGH JURISDICTIONS THAT PREVENT

Not applicable.

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Chief operating officer and president of 4P Therapeutics

Chief technical officer

Jeff Patrick, Pharm.D.

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

Sheridan served on the Board

Sheridan served

on the Board of the St.

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

Sheridan received

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

creation and entrepreneurship.

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

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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.

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 Chair.

Hamilton has a very

strong presence in the business community across jurisdictions, along with an accomplished track record in project management and business

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 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.

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

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.

Mr Bujoreanu is

a real estate agent and investor since 2019 and currently he is with Samson Properties LLC.

Bujoreanu has been the owner and

executive director of Consular Assistance, Inc., which provided assistance in obtaining visas, travel documents, other national and foreign

documents and related services since December 2002 to December 2020.

From 2003 to 2005 he served as an independent director and member

of the Board of Directors of Asconi Corporation.

From August 1999 to August 2002 Mr.

Bujoreanu worked as a consular officer at the Embassy

of the Republic of Moldova to the United States.

Before that from May 1994 to August 1999 he was Chief of Bilateral Treaties section in

the International Law and Treaties Department of the Ministry of Foreign Affairs of the Republic of Moldova.

Bujoreanu received

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

Stefani 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,

Stefani transferred to University of Central Florida, and graduated with a dual B.Sc.

in Mathematics/ Aerospace Engineering, a Master's

Degree in Applied Mathematics, and a Ph.D.

in Mathematical Sciences from the Department of Mathematics.

dissertation topic was

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

Bifurcations and Spatiotemporal Structure", for

which Stefani received the UCF Outstanding Dissertation Award.

Currently, Stefani is a tenured full Professor,

and a researcher in the Department of Mathematics at Embry-Riddle Aeronautical University in Daytona Beach, Florida.

Stefani's research

areas deal with finding analytical solutions to nonlinear dissipative equations that can be reduced through Darboux transformations to

Riccati or Abel equations.

The main 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

Another important area of interest is the theory of elliptic functions with applications to nonlinear optics, soliton theory,

general relativity, as well as optimization of the blockchain, and quantum cryptography.

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.

Irina is a Senior Financial Analyst at Thales IFEC, Melbourne, Florida.

responsible for financial planning, analysis and risk and opportunities reviews of multiple development and customer programs.

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.

2013 to 2016, she held various project management, accounting and reporting positions with Siemens Building Technology, Inc., Winter Park,

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

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

Paddy Ryan has been chief technical officer since

February 2018.

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.

Ryan served as director of digital agency for Trigger Media.

From 2013 to 2016, Mr.

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.

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.

Jeff Patrick Pharm.D.

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Our Board of Directors held two meetings and acted

by written consent eight times during 2023.

by written consent eight times during fiscal 2024.

Committees of the Board of Directors

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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.

at the committee level, in overseeing the 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

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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.

and Corporate Governance Committee of our Board is responsible for the 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

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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.

Gareth Sheridan and Serguei Melnik have not filed

Form 4’s reporting receipt of compensation in fiscal years 2024 and 2025;

With the exception of Gerald Goodman, who has filed Form

5’s to catch up on Form 4’s due over the past three fiscal years.

Goodman is late with respect to Form 4’s required

to be filed for stock option compensation issuances for fiscal 2024 and 2025.

No other officer or director has filed any ownership reports.

EXECUTIVE COMPENSATION

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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

in all capacities we paid during the years ended January 31, 2024 and 2023 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”);

and Principal Position

Gareth Sheridan,

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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 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

Incentive Plan

(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,

Directors Compensation

Compensation’

NonQualified Deferred

Mark Hamilton

Radu Bujourneau

Radu Bujorneau

Stefani Mancas

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, 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

The Company entered into a three-year employment

agreement with Gareth Sheridan, our CEO, and Serguei Melnik, our President, effective February 1, 2022.

The agreement also provides that

the executives will continue as a director.

The agreement provides for an initial term, commencing on the effective date of the agreement

and ending on January 31, 2025, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30

days’ notice given prior to the expiration of the initial term or any one-year extension.

For their services to the Company during

the term of the agreement, Mr.

Sheridan and Mr.

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.

Melnik will receive an annual salary of $250,000 per annum, commencing on the effective

date of the agreement.

Sheridan and Mr.

provide for a performance bonus as follows:

The Employment Agreements

Melnik will also receive a performance bonus of 3.5% of net income before income taxes.

of July 31, 2022, the Company and Mr.

Sheridan and Mr.

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

excise tax imposed by section 4999 of the Internal Revenue Code, the executive is entitled to a gross-up payment from the Company to reimburse

the executive for additional federal, state and local taxes imposed on executive by reason of the excise tax and the Company’s payment

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

The Company entered into a three-year employment

agreement with Gerald Goodman, our CFO, effective February 1, 2022.

The agreement provides for an initial term, commencing on the effective

date of the agreement and ending on January 31, 2025, and continuing on a year-to-year basis thereafter unless terminated by either party

on not less than 30 days’ notice given prior to the expiration of the initial term or any one-year extension.

For his services to

the Company during the term of the agreement, Mr.

Goodman will receive an annual salary of $210,000 per annum, commencing on the effective

date of the agreement.

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

Goodman mutually agreed to reduce his annual salary to $110,000.

The Employment Agreements provide for incentive

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

Sheridan and Mr.

Melnik provide for

a performance bonus as follows:

Net Operating Profit Before Income Taxes

Performance Bonus

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

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.

Gross-up Reimbursement on Excise Taxes Paid

by Employee on Certain Payments received from Company

The Employment Agreements of Mr.

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

imposed by section 4999 of the Internal Revenue Code, the executive is entitled to a gross-up payment from the Company to reimburse the

executive for additional federal, state and local taxes imposed on executive by reason of the excise tax and the Company’s payment

of the initial taxes on such amount.

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in connection with the imposition of any such excise tax.

Outstanding Equity Awards at Fiscal Year-End

Employment Agreement with Alan Smith

The Company entered into a three-year employment

agreement with Alan Smith, our Chief Operating Officer, effective October 1, 2021, for an initial term of three years through September

For his services to the Company during the term of the agreement, Mr.

Smith receives a fixed base salary of $204,000 per year,

payable no less frequently than monthly.

This base salary is reviewed not later than the end of each calendar year that Mr.

Smith is employed

by the Company.

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

Smith mutually agreed to reduce his annual salary to $154,000.

Pension Benefits

We currently have no plans that provide for payments

or other benefits at, following, or in connection with retirement of our officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Number of Shares of Common Stock Underlying Unexercised Options

Number of Securities Underlying Unexercised Options

Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

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,

Incentive Plan

Unearned Options

Options Exercise

Expiration Date

Units of Stock

Incentive Plan

Shares, Units

or Other Rights That

Shares, Units or

Gareth Sheridan, CEO

January 21, 2025

1 unchanged sentence

December 8, 2025

October 27, 2026

Serguei Melnik, President

2 unchanged sentences

December 8, 2025

October 27, 2026

Alan Smith, COO

2 unchanged sentences

December 8, 2025

Gerald Goodman,

October 27, 2026

Gerald Goodman, CFO

January 21, 2025

1 unchanged sentence

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.

October 27, 2026

This option held by Mr.

Goodman is in the form of a common stock purchase warrant.

Any bonuses granted in

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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

based on regulations of the securities and Exchange Commission (“SEC”) governing the determination of beneficial ownership

of securities.

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has

or shares “voting power,” which includes the power to dispose of or to direct the disposition of such security.

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 October 17, 2022.

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

may be deemed a beneficial owner of securities in which he has no economic interest.

The percentage of common stock beneficially owned

is based on 7,843,150 shares of common stock outstanding as of April 26, 2023.

Name and Address (1) of Beneficial Owner

The following table provides information concerning

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

of the Company as a group as of April 26, 2024.

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 based on regulations of the SEC governing the determination of beneficial ownership of securities.

Under the rules

of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,”

which includes the power to dispose of or to direct the disposition of such security.

A person is 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 April 26, 2024.

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

in which he has no economic interest.

The percentage of common stock beneficially owned is based on 10,969,870 shares of common stock

outstanding as of April 26 , 2024.

Name and Address (1) of Beneficial Owner (Management and Directors)

Percentage of

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All officers and directors as a group (9 individuals)

Other Beneficial Owners

Vitalie Botgros (4)

Serguei Glinka (5)

* Less than One (1%) Percent.

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

On October 27, 2023, this warrant

was replaced by a new three-year warrant expiring October 27, 2026, exercisable at $1.93 per share, for the same number of shares,

Botgros, to the knowledge of the Company based on a Schedule 13-D filing on January 23, 2024, is

the ultimate beneficial owner of 1,347,524 shares of common stock held by TII Jet Services Ltd., which is wholly owned by Nociata

Holding Limited, a Cyprus company owned by Mr.

Nociata Holding Limited purchased 525,000 shares of common stock in

Nutriband’s equity financing that was completed April 19, 2024, and TII Jet Services Ltd.

purchased 130,000 shares of common

stock in that financing, which results in Mr.

Botgros having an estimated beneficial ownership of 1,972,539 shares of common stock

and of warrants to purchase 1,310,000 shares of common stock based on available records.

Botgros’ address is c/o Nociata

Holding Limited, 1Apriliou, 47 Demetriou Bldg., 2,1st Floor, Flat/Office 12, 3117 Limassol, Cyprus.

Glinka purchased 825,000 shares of common stock and 1,650,000

warrants in Nutriband’s equity financing that was completed April 19, 2024.

Glinka’s address is 13 Morfu Str., Matina

Court FL 402, 3012 Limassol, Cyprus.

The Company has no further information as to additional shares of common stock, if any, held by

To our knowledge, all beneficial owners named

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TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

1,667 shares of common stock

Stefani Mancas, Director

1,667 shares of common stock

Irina Gram, Director

1,667 shares of common stock

Mark Hamilton, Director

11,667 shares of common stock

Gareth Sheridan, CEO

On August 16, 2022, the Board of Directors ratified

and authorized the issuance the issuance of Option Award Agreements with respect option grants approved August 1, 2022 by the Compensation

Committee, to officers and directors as set forth in the table below.

On February 1, 2023,

the Board of Directors ratified and authorized the issuance of Option Award Agreements with respect option grants approved February 1,

2023, by the Compensation Committee, to officers and directors as set forth in the table below.

Jeff Patrick, Chief Scientific Officer