What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-28 compared with 2024-05-01 · 198 added, 198 removed, 548 unchanged (42% of the section changed)

CONTROLS AND PROCEDURES

Management’s Conclusions Regarding Effectiveness

of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness

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

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

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

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

Changes in Internal Control over Financial

During the year ended January 31, 2025, there

was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and

Because of its inherent limitations, internal

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policies and procedures may deteriorate.

Changes in Internal Control over Financial

During the quarterly period ended January 31,

2024, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange

Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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Chairman of the Board, President and Secretary

Sergei Glinka

Mark Hamilton (1)(3)

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Member of the Compensation Committee.

Member of the Nominating and Corporate Governance Committee.

of the Nominating and Corporate Governance Committee.

Gareth Sheridan, our founder, has been chief executive

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Melnik is fluent in Russian, Romanian, English and

Sergei Glinka, an investor in our April 19,

2024 private offshore financing, joined our Board of Directors on May 15, 2024.

Glinka has been the Commercial Manager of

TG Biochemicals Limited, Cyprus, since 2019.

He has been a shareholder and member of the Board of GST Investments OÜ, Estonia since

From 2000 to 2019, Mr.

Glinka was a shareholder and member of the Board of Transgroup Invest AS.

Commencing in 1973 Mr.

attended secondary school in Moldova, graduating in 1981, and graduated from the Tallinn Merchant Marine School, Estonia, in 1986.

Mark Hamilton, an independent director since July 2018,

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Radu Bujoreanu has been a director since June 2019.

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.

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 from 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.

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 a bachelor’s degree in international public law from the University of Moldova.

Stefani Mancas is a researcher at University of Maryland.

Stefani’s main 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.

Another important area of interest is the theory of elliptic

functions with applications to nonlinear optics, soliton theory, quantum cryptography, as well as general relativity.

Currently, Stefani is a tenured full Professor,

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

Our Board of Directors held two meetings and acted

by written consent eight times during fiscal 2024.

Our Board of Directors held three meetings and

acted by written consent eight times during fiscal 2025.

Committees of the Board of Directors

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Independent Directors

Four of our directors, Mark Hamilton, Radu Bujoreanu,

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

Five of our directors, Mark Hamilton, Radu Bujoreanu,

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

Family Relationships

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and changes of ownership of such securities with the SEC.

Gram have not yet filed their Form 3 reports.

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.

Bujoreanu, and Ms.

not yet filed their Form 3 reports.

Gerald Goodman, who has filed Form 5’s to catch up on the Form 3 and Form 4’s due

over the past three fiscal years.

Goodman, Gareth Sheridan and Serguei Melnik filed late Form 4’s with respect to Form 4’s

required to be filed for stock option compensation issuances for fiscal 2025.

No other officer or director has filed any ownership reports.

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

and Principal Position

Name and Principal

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,

Directors Compensation

Compensation’

NonQualified Deferred

Mark Hamilton

Radu Bujorneau

Radu Bujoreanu

Stefani Mancas

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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 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

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

date of the agreement.

For their services to the Company

during the term of the agreement, Mr.

Sheridan and Mr.

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

of July 31, 2022, the Company and Mr.

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

on the effective date of the agreement.

Sheridan and Mr.

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.

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

before income taxes.

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:

Melnik mutually agreed to reduce their annual

salary to $150,000.

Net Operating Profit Before Income Taxes

Performance Bonus

On the First $10 Million

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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:

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

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in connection with the imposition of any such excise tax.

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

Unexercisable

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

August 2, 2025

December 8, 2025

October 27, 2026

Serguei Melnik, President

January 21, 2025

August 2, 2025

December 8, 2025

October 27, 2026

Alan Smith, COO

January 21, 2025

August 2, 2025

December 8, 2025

October 27, 2026

Gerald Goodman, CFO

January 21, 2025

August 2, 2025

December 8, 2025

October 27, 2026

This option held by Mr.

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

Any bonuses granted in

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

with the Company.

As we continue to grow, more defined bonus programs may be established to attract and retain our employees at all levels.

Other Director Compensation

There are no agreements

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

on the Board of Directors.

Pension Benefits

We currently have no

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outstanding as of April 25, 2025.

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

Name and Address (1) of Beneficial Owner

(Management and Directors)

Percentage of

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Gerald Goodman (3)

Sergei Glinka (4)

All officers and directors as a group (10 individuals)

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Vitalie Botgros

Serguei Glinka (5)

* Less than One (1%) Percent.

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

The address for Vitalie Botgros is Rua

das Ladieras 5, Porto Santo, Portugal 9400-131 for Jet Services and 1Apriliou, 47 Demetriou Bldg.

2,1st Floor, Flat/Office 12, 3117 Limassol,

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

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

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

granted three-year options under the Company’s 2021 Employee Stock Option Plan to purchase an aggregate of 267,000 shares of common

stock at exercise prices ranging from $1.93 per share to $4.16 per share.

Goodman also was issued on October 22, 2021 a

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

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.

Goodman holds 86,335 shares directly and has been granted three-year options under the Company’s Stock Option Plan to purchase

an aggregate of 185,500 shares of common stock at exercise prices ranging from $1.93 per share to $7.34 per share.

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

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 Mr.

To our knowledge, all beneficial owners named

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TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

Services Rendered in fiscal 2024

On September 18, 2023,

the Board of Directors ratified and authorized the issuance of Option Award Agreements with respect option grants approved September 18,

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

Independent Directors

Five of our directors,

Sergei Glinka, Mark Hamilton, Radu Bujoreanu, Stefani Mancas and Irina Gram are independent directors based on the NASDAQ definition of

independent director.

Issuance of Stock

The following table

sets forth issuances of stock options expiring March 20, 2027 to certain officers and directors on March 20, 2024.

Date of Grant

Title and Amount (1)

Option Holder

Exercise Price

March 20, 2024

Option to purchase 97,500 shares of common stock.

Gareth Sheridan, Chief Executive Officer

$ 2.62 per share/NA

March 20, 2024

Option to purchase 97,500 shares of common stock.

Serguei Melnik, President

$ 2.62 per share/NA

March 20, 2024

Option to purchase 75,000 shares of common stock.

Gerald Goodman, Chief Financial Officer

$ 2.37 per share/NA

March 20, 2024

Option to purchase 70,000 shares of common stock.

Alan Smith, Chief Operating Officer

March 20, 2024

Option to purchase 25,000 shares of common stock.

Jeff Patrick, Chief Scientific Officer

Services Rendered in fiscal 2024

On October 19, 2023,

the Board of Directors ratified and authorized the issuance of Option Award Agreements with respect option grants approved October19,

2023, by the Compensation Committee modified a common stock purchase warrant issued to Gerald Goodman, as set forth in the table below.

Gareth Sheridan, CEO

Services Rendered in fiscal 2024

Serguei Melnik, Chairman & President

Services Rendered in fiscal 2024

Gerald Goodman, CFO

Services Rendered in fiscal 2024

March 20, 2024

Option to purchase 12,500 shares of common stock.

Dianna Mather

March 20, 2024

Option to purchase 12,500

Oleg Buria, consultant

The following table

sets forth issuances of stock options expiring January 23, 2028 to certain officers and directors on January 23, 2025.

Date of Grant

Title and Amount (1)

Option Holder

Exercise Price

January 23, 2025

Option to purchase 29,333 shares of common stock.

Gareth Sheridan, Chief Executive Officer

$8.07 per share/NA

January 23, 2025

Option to purchase 29,333 shares of common stock.

Serguei Melnik, President

$8.07 per share/NA

January 23, 2025

Option to purchase 17,667 shares of common stock.

Gerald Goodman, Chief Financial Officer

$7.34 per share/NA

January 23, 2025

Option to purchase 17,667 shares of common stock.

Alan Smith, Chief Operating Officer

Services Rendered in fiscal 2024

$7.34 per share/NA

January 23, 2025

Option to purchase 17,667 shares of common stock.

Jeff Patrick, Chief Scientific Officer

Services Rendered in fiscal 2024

Gerald Goodman, CFO

Services Rendered in fiscal 2024

Independent Directors

Four of our directors, Mark Hamilton, Radu Bujoreanu,

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

$7.34 per share/NA

January 23, 2025

Option to purchase 17,667 shares of common stock.

Dianna Mather, Chief Accountant

$7.34 per share/NA

January 23, 2025

Option to purchase 13,583 shares of common stock

Stefani Mancas, Director

$7.34 per share/NA

January 23, 2025

Option to purchase 15,333 shares of common stock.

Radu Bujoreanu, Director

$7.34 per share/NA

January 23, 2025

Option to purchase 17,667 shares of common stock

Patrick Ryan, Consultant

$7.34 per share/NA

January 23, 2025

Option to purchase 16,500 shares of common stock

Mark Hamilton, Director

$7.34 per share/NA

Investment by Director

in the Company’s Private Equity Placement in Europe

On April 19, 2024,

Sergei Glinka, who was elected to our Board of Directors on May 15, 2024, invested $3,300,000 in the Company’s $8,400,000 private

equity financing with European investors.

The offering consisted of 2,100,000 units (“Units”), at a price of $4.00 per

Unit, each Unit consisting of one share of common stock and a Warrant to purchase two Shares of common stock (the “Warrants”).

For his investment Mr.

Glinka received 825,000 shares of common stock and Warrants to purchase 1,650,000 shares of common stock.

The Warrants have an exercise price of $6.43, are exercisable by payment of the exercise price in cash only and expire April 19,

2029, five years from the date of issuance.

The offering was made solely to investors resident outside the United States and

was not registered under the Securities Act pursuant to the exemptions from registration provided in the SEC’s Regulation S

and other exemptions under the Securities Act.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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by our independent accountants, Sadler, Gibb & Associates, LLC, for each of our last two years for the categories of services indicated.

Audit – related fees

Ended January 31

All other fees

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two fiscal years.

ITEM 16 Exhibits.

Articles of Incorporation.

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Securities purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLC and Platinum Point Capital LLC (6)

Form of convertible 6% promissory note issued pursuant to Exhibit 4.3 (6)

of convertible 6% promissory note issued pursuant to Exhibit 4.3 (6)

Form of Common Stock Purchase Warrant issued to Platinum Point Capital LLC and Jefferson Street Capital LLC (6)

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2024 Amended and Restated Stock Option Plan, adopted March 20, 2024.

of Common Stock Purchase Warrant issued in 2024 Equity Financing (18)

Form of Common Stock Purchase Warrant issued in 2024 Equity Financing (18)

Share exchange agreement dated January 15, 2016 by and among the Company, Nutriband Limited, an Ireland corporation, and Gareth Sheridan and/or his nominee (1)

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Form of Subscription Agreement for April 19, 2024 Equity Financing (19)

Form of Note Conversion Agreement dated May 13, 2024 20

Commercial Development and Clinical Supply Agreement (“Agreement”), made on January 4, 2023, between Kindeva Drug Delivery, L.P.

and 4P Therapeutics, LLC.*

Amendment No.

1, dated as of February 4, 2025, to the Commercial Development and Clinical Supply Agreement, by and between Kindeva Drug Delivery L.P.

and 4P Therapeutics, LLC*.

List of Subsidiaries of Nutriband Inc.

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Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley.*

Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley.*

Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley.*

Inline XBRL Instance Document.*

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Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on September 1, 2021, and incorporated herein by reference.

Filed as an exhibit to Amendment 2 to the Company’s Registration Statement on Form S-1, which was filed with the Commission on October 1, 2022.

Filed as Exhibit 4.12 to Amendment 2 to the Company’s Registration

Statement on Form S-1, which was filed with the Commission on October 1, 2021.

Filed as an exhibit to the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on October 12, 2021, and incorporated herein by reference.

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Filed as Exhibit 4.16 to the Company’s Amendment No.

to its Current Report on Form 8-K, which

was filed with the Commission on March 28, 2024 and incorporated herein by reference.

Filed as Exhibit 10.30 to

the Company’s Current Report on Form 8-K, which was filed with the Commission on July 14, 2023.

to its Current Report on Form 8-K, which was filed with the Commission on March 28, 2024 and incorporated herein by reference.

Filed as Exhibit 10.30 to the Company’s Current Report on Form 8-K, which was filed with the Commission on July 14, 2023.

Filed as Exhibit No.

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Filed as Exhibit No.

10.32 to the Company’s Current Report on Form 8-K, which was filed with the Commission on April 23, 2024.

10.32 to the Company’s

Current Report on Form 8-K, which was filed with the Commission on April 23, 2024.

Filed as Exhibit No.

10.33 to the Company’s

Current Report on Form 8-K, which was filed with the Commission on May 21, 2024.

(b) Financial Statement Schedules

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(Principal Financial and Accounting Officer)

/s/ Gareth Sheridan

Chief Executive Officer and Director

1 unchanged sentence

Gareth Sheridan

/s/ Serguei Melnik

April 28, 2025

Serguei Melnik

Sergei Glinka

/s/ Radu Bujoreanu

4 unchanged sentences

Mark Hamilton

/s/ Stefani Mancas

April 28, 2025

Stefani Mancas

/s/ Irina Gram

April 28, 2025

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-K

Item 9A. Controls and Procedures