Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness
of our disclosure controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as of January 31, 2025, the end of the period covered by this annual report. The disclosure
controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and
chief financial officer, who are two of our three full-time employees. There are inherent limitations to the effectiveness of any system
of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance
of achieving their control objectives. 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 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
January 31, 2025, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to
the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.
Management’s Report on Internal Control
over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal
control over financial reporting as of January 31, 2025. In making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness
of internal control over financial reporting as of January 31, 2025, management identified material weaknesses related to (i) our internal
audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting
functions, (iv) inadequate monitoring review controls in accounting for complex transactions. Therefore, our internal controls over financial
reporting were not effective as of January 31, 2025.
37
Management has determined that our internal controls
contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel, excessive
reliance on third party consultants for accounting, financial reporting and related activities, and the lack of any separation of duties.
The Company has established additional monitoring controls over the financial statements. We have also improved our internal controls
to provide for a detailed accounting review of all revenue items, and accounts receivable and payable transactions in connection with
the entry and categorization of each transaction in the preparation of the Company’s financial statements. As a result of these
improvements, we are confident our financial statements as of January 31, 2025 and for the two years then ended, fairly present in all
material respects our financial condition and results of operations for all that reporting period covered by this report.
Changes in Internal Control over Financial
Reporting.
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
Procedures
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
ITEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGH JURISDICTIONS THAT PREVENT
INSPECTIONS.
Not applicable.
38
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
MANAGEMENT
Set forth below are the name, age, position of
and biographical information about each nominee, all of whom are currently directors and compromise our entire Board as of the record
date.
Name
Age
Position
Gareth Sheridan
34
Chief Executive Officer and Director
Serguei Melnik
51
Chairman of the Board, President and Secretary
Sergei Glinka
58
Director
Mark Hamilton (1)(3)
37
Director
Radu Bujoreanu (1)(2)(3)
54
Director
Stefani Mancas (2)(3)
47
Director
Irina Gram (2)(1)
36
Director
Gerald Goodman
76
Chief Financial Officer
Alan Smith, Ph.D.
57
Chief operating officer and president of 4P Therapeutics
Jeff Patrick, Pharm.D.
55
Chief scientific officer
(1)
Member of the Audit Committee.
(2)
Member of the Compensation Committee.
(3) Member
of the Nominating and Corporate Governance Committee.
Gareth Sheridan, our founder, has been chief executive
officer and a director since our organization in 2016. In 2012, Mr. Sheridan founded Nutriband Ltd., an Irish company which we acquired
in 2016. Mr. Sheridan was named Ireland’s ‘Young Entrepreneur of the Year’ in 2014 in the National Bank of Ireland
Startup Awards for establishing Nutriband Ltd. Mr. Sheridan has further business awards from S. Dublin’s Best Young Entrepreneur
and Nutriband Ltd as S. Dublin’s Best Startup Company. Mr. Sheridan has also worked as a Business Mentor with 100 Minds,
a social enterprise founded in 2013, that brings together some of Ireland’s top college students and connects them with one cause
to achieve large charitable goals in a short space of time. Mr. Sheridan is also a past Nissan Generation Next Ambassador, receiving
the acknowledgement in 2015 by Nissan Ireland as one of Ireland’s future generational leaders. In 2019 Mr. Sheridan served
on the Board of the St. James Hospital foundation, the charitable foundation for Ireland’s largest public hospital. Mr. Sheridan
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.
39
Serguei Melnik, who was elected by the Board as
President on October 8, 2021, serves as a member of the board of directors and is a co-founder of Nutriband Inc. Mr. Melnik
has previously served as our chief financial officer and a director since January 2016. Mr. Melnik has been involved in general
business consulting for companies in the U.S. financial markets and setting up a legal and financial framework for operations of
foreign companies in the U.S. Mr. Melnik advised UNR Holdings, Inc. with regard to the initiation of the trading of its stock
in the over-the-counter markets in the U.S. and has provided general advice with respect to the U.S. financial markets for companies
located in the U.S. and abroad. From February 2003 to May 2005, he was the Chief Operations Officer and a Board member
of Asconi Corporation, Winter Park, Florida, with regard to restructuring the company and listing it on the American Stock Exchange. Mr. Melnik
from June 1995 to December 1996 was a lawyer in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau,
Moldova, and prior thereto practiced law in Moldova in various positions. Mr. Melnik is fluent in Russian, Romanian, English and
Spanish.
Sergei Glinka, an investor in our April 19,
2024 private offshore financing, joined our Board of Directors on May 15, 2024. Mr. 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
2019. From 2000 to 2019, Mr. Glinka was a shareholder and member of the Board of Transgroup Invest AS. Commencing in 1973 Mr. Glinka
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,
is an experienced director level professional who joined global consulting firm, Korn Ferry in 2020 as a Managing Consultant. Prior to
moving into organizational consulting, Mark qualified as a Chartered Accountant in global advisory firm, BDO, where he spent 12 years
advising some of Ireland’s most successful businesses. His work originated in corporate finance/corporate recovery and more recently,
he spent 5 years leading BDO’s client management and sales function, as Head of Business Development.
Mr. Hamilton is a Member of the Association
of Chartered Accountants (ACA), since 2012. Mr. 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. Mr. Hamilton has a very
strong presence in the business community across jurisdictions, along with an accomplished track record in project management and business
development. 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.
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. Mr. 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. Mr. Bujoreanu received a bachelor’s degree in international public law from the University of Moldova.
Dr. 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.
40
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
mechanics. 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 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.
Gerald Goodman has been our chief accounting officer
since July 31, 2018 and was elected our Chief Financial Officer on November 12, 2020. Mr. Goodman is a certified public
accountant and, since 2014, has practiced with his own firm, Gerald Goodman CPA P.C. From January 1, 2010 until December 31,
2014, Mr. Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah, and was a non-equity partner and managed
the firm’s SEC practice. Mr. Goodman is a director of Lifestyle Medical Network, Inc., which provides management services to
healthcare providers. From 1971 to 2010, Mr. Goodman was a partner in the accounting firm of Wiener, Goodman & Company P.C. Mr. Goodman
is a 1970 graduate of Pennsylvania State University where he received a B.S. Degree in Accounting.
Alan Smith, Ph.D., serves as Chief Operating Officer
of Nutriband and President of 4P Therapeutics, a wholly owned subsidiary of Nutriband. He joined the Company after Nutriband acquired
4P Therapeutics in 2018. Dr. Smith co-founded 4P Therapeutics in 2011 to develop drug-device and biologic-device combination products
to meet the needs of patients, physicians, and payers, and was Vice President, Clinical, Regulatory, Quality and Operations at the time
of the acquisition. Dr. Smith is co-inventor of the Company’s Aversa™ abuse deterrent transdermal system technology.
Dr. Smith has over 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics
and medical devices for treatment and management of chronic pain, diabetes, and cardiovascular disease. Previously, he was with Altea
Therapeutics, a venture capital funded company focused on novel transdermal drug and biologic delivery, most recently serving as Vice
President, Product Development and Head of Clinical R&D, Regulatory Affairs, and Project Management. Prior to joining Altea Therapeutics,
he led the development of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.
Dr. Smith received Ph.D. and M.S. degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry
of New Jersey. He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.
Jeff Patrick Pharm.D. currently serves as Director
of Drug Development Institute at the Ohio State University Comprehensive Cancer Center. Dr. Patrick most recently serving as Chief
Scientific Officer for New Haven Pharmaceuticals. Prior roles included global vice president of professional affairs at Mallinckrodt Pharmaceuticals,
Inc.; and roles with ascending responsibilities at Dyax, Myogen/Gilead, Actelion and Sanofi-Synthelabo, Inc. Dr. Patrick is a residency-trained
clinical pharmacist with approximately 20 years of pharmaceutical industry experience. He brings expertise in executive leadership,
scientific and medical strategy, drug development and commercialization to the company. Prior to pursuing a career in research and development,
Patrick was an ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of
pharmacy at the University of Tennessee College of Pharmacy, where he earned his doctorate in pharmacy. He also completed the Wharton
School of Business Pharmaceutical Executive Program. Dr. Patrick works for us on a part-time basis.
41
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
Board Leadership Structure and Risk Oversight
Gareth Sheridan serves as Chief Executive Officer
and Serguei Melnik is serving as our Chairman and President. Our Chairman leads the Board of Directors in its discussions and has such
other duties as are prescribed by the Board. As Chief Executive Officer, Mr. Sheridan is responsible for implementing the Company’s
strategic and operating objectives and day-to-day decision-making related to such implementation.
The Board of Directors currently has three standing
committees (audit, compensation, and nominating and corporate governance) that are chaired and composed entirely of directors who are
independent under Nasdaq and SEC rules. Given the role and scope of authority of these committees, and that a majority of the members
of the Board are independent, the Board of Directors believes that its leadership structure is appropriate. We select directors as members
of these committees with the expectation that they will be free of relationships that might interfere with the exercise of independent
judgement.
Our Board of Directors is our Company’s
ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board of Directors selects our senior
management team, which is charged with the conduct of our business. Our Board of Directors also acts as an advisor and counselor to senior
management and oversees its performance.
Board Composition
Our business and affairs are managed under the
direction of our Board of Directors. The number of directors is determined by our board of directors, subject to the terms of our certificate
of incorporation and bylaws. Our board of directors currently consists of six members, four of which are independent directors.
Meetings
Our Board of Directors held three meetings and
acted by written consent eight times during fiscal 2025.
Committees of the Board of Directors
The board of directors has created three committees — the
audit committee, the compensation committee and the nominating and corporate governance committee. Each of the committees has a charter
which meets the Nasdaq Stock Market requirements and is composed of three independent directors.
42
Audit Committee
The audit committee is comprised of Mr. Hamilton,
as chairman, Mr. Bujoreanu and Irina Gram. We believe that Mark Hamilton qualifies as an “audit committee financial expert”
under the rules of the Nasdaq Stock Market. The audit committee oversees, reviews, acts on and reports on various auditing and accounting
matters to the board, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the
independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our audit committee
charter. The Audit Committee met three times in fiscal 2025.
Compensation Committee
The compensation committee is comprised of Irina
Gram, Chairperson, Mr. Bujoreanu and Dr. Mancas. The compensation committee oversees the compensation of our chief executive
officer and our other executive officers and reviews our overall compensation policies for employees generally as set forth in the audit
committee charter. If so authorized by the board, the compensation committee may also serve as the granting and administrative committee
under any option or other equity-based compensation plans which we may adopt. The compensation committee will not delegate its authority
to fix compensation; however, as to officers who report to the chief executive officer, the compensation committee will consult with the
chief executive officer, who may make recommendations to the compensation committee. Any recommendations by the chief executive officer
are accompanied by an analysis of the basis for the recommendations. The committee will also discuss with the chief executive officer
and other responsible officers the compensation policies for employees who are not officers. The compensation committee has the responsibilities
and authority relating to the retention, compensation, oversight and funding of compensation consultants, legal counsel and other compensation
advisers. The compensation committee members will consider the independence of such advisors before selecting or receiving advice from
such advisors. The compensation committee met three times in fiscal 2025.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee,
which is comprised of Dr. Mancas, Mark Hamilton and Mr. Bujoreanu, will identify, evaluate and recommend qualified nominees
to serve on our board; develop and oversee our internal corporate governance processes, and maintain a management succession plan. The
nominating and corporate governance committee met two times in fiscal 2025.
Risk Management
The Board has an active role, as a whole and also
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
of financial risks, under its charter it is to meet periodically and at least four times per year with management to review and assess
the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled. The Nominating
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
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
There are no family relationships among our directors
and executive officers.
43
Compensation Committee Interlocks and Insider
Participation
None of our executive officers serve on the board
of directors or compensation committee of a company that has an executive officer who serves on our Board or compensation committee. No
member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors
or compensation committee of that company.
Conflicts of Interest
Certain conflicts of interest exist and may continue
to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote
their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted
to the business of the Company.
Certain conflicts of interest may exist between
the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the
resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There
can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise
that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management
will try to resolve conflicts to the best advantage of all concerned.
Compliance with Section 16(a) of
the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act
requires our officers and directors, and persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership
and changes of ownership of such securities with the SEC. Dr. Smith, Dr. Patrick, Mr. Bujoreanu, and Ms. Gram have
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. Mr. 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.
44
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
The table below shows the compensation for services
in all capacities we paid during the years ended January 31, 2025 and 2024 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
Year
Salary
$
Bonus
Awards
$
Stock
Awards
$
Option/
Awards (1)
$
Incentive
Plan
Compensation
$
Nonqualified
Deferred
Earnings
$
All Other
Compensation
$
Total
$
Gareth Sheridan,
2025
150,000
203,368
5,000
358,368
CEO (1)
2024
150,000
38,000
82,110
25,000
285,110
Serguei Melnik
2025
150,000
203,368
5,000
358,368
President
2024
150,000
82,110
25,000
257,110
Alan Smith
2025
154,000
142,004
5,000
301,004
Chief Operating Officer
2024
154,000
42,720
5,000
201,720
Gerald Goodman
2025
110,000
147,584
5,000
262,584
Chief Financial Officer
2024
110,000
52,866
30,000
192,866
(1)
Directors Compensation
Name
(a)
Fees
Earned
or Paid in
Cash
($)
(b)
Stock
Awards
($)
(c)
Option
Awards
($)
(d)
Non-Equity
Incentive
Plan
Compensation’
($)
(e)
Change in
Pension
Value and
NonQualified
Deferred
Compensation
Earnings
($)
(f)
All Other
Compensation
($)
(g)
Total
($)
(h)
Mark Hamilton
$ 5,000
$ —
$ 59,664
$ —
$ —
$ —
$ 64,664
Radu Bujoreanu
$ 5,000
$ —
$ 55,444
$ —
$ —
$ —
$ 60,444
Stefani Mancas
$ 5,000
$ —
$ 49,116
$ —
$ —
$ —
$ 54,116
Irina Gram
$ 5,000
$ —
$
$ —
$ —
$ —
$ 5,000
Employment Agreements with Company Officers
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 will receive an annual salary of $250,000 per annum, commencing
on the effective date of the agreement. Mr. Sheridan and Mr. 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. Sheridan and Mr. Melnik mutually agreed to reduce their annual
salary to $150,000.
45
Net Operating Profit Before Income Taxes
Performance
Bonus
On the First $10 Million
3.5 %
On the Next $40 Million
3.5 %
On the Next $50 Million
3.0 %
On all Amounts Over $100 Million
2.5 %
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:
A. 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;5
B. 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;
C. 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;
D. 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;
E. 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; and
F. 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
full term; 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. 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
of the initial taxes on such amount. The Company is also required to bear the costs and expenses of any proceeding with any taxing authority
in connection with the imposition of any such excise tax.
Pension Benefits
We currently have no
plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.
46
ITEM 12. SECURITY
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, certain executive officers, by all directors and officers
of the Company as a group as of April 25, 2025. 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 25, 2025. 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 11,154,171 shares of common stock
outstanding as of April 25, 2025.
Name and Address (1) of Beneficial Owner
(Management and Directors)
Shares of
Common
Stock
Owned
Directly
Shares of
Derivative
Securities
Owned
Beneficially
Total
Beneficial
Ownership
Including
Option
Grants
Percentage of
Issued and
Outstanding
Common
Stock
Gareth Sheridan
1,761,667
251,000
2,012,667
17.65 %
Serguei Melnik (2)
820,418
251,000
1,071,418
9.39 %
Stefani Mancas
16,625
31,583
48,208
0.43 %
Mark Hamilton
17,208
34,500
51,708
0.46 %
Radu Bujoreanu
15,750
35,333
51,083
0.46 %
Irina Gram
1,167
18,000
19,167
0.17 %
Dr. Jeff Patrick
36,612
226,000
262,612
2.31 %
Alan Smith
41,908
149,334
191,242
1.69 %
Gerald Goodman (3)
86,335
185,500
271,835
2.40 %
Sergei Glinka (4)
825,000
1,650,000
2,475,000
19.33 %
All officers and directors as a group (10 individuals)
3,622,690
2,832,250
6,454,940
54.29 %
Other Beneficial Owners
Vitalie Botgros
3,087,272
2,108,228
5,195,500
39.1 %
* Less than One (1%) Percent.
(1) The address for each director and officer, unless indicated
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,
Cyprus.
(2) Includes 29,167 shares owned by Mr. Melnik’s wife,
as to which Mr. Melnik disclaims beneficial ownership, and 58,334 shares held under the UGMA for the benefit of his minor children.
(3) Gerald
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.
(4) Mr. Glinka purchased 825,000 shares of common stock and
1,650,000 warrants in Nutriband’s equity financing that was completed April 19, 2024. Mr. 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. Glinka.
47
To our knowledge, all beneficial owners named
in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.
Changes in Control
We are unaware of any contract or other arrangement
the operation of which may at a subsequent date result in a change in control of our company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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
Options
1. 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
$ 2.37
per share/NA
March 20, 2024
Option to purchase 25,000 shares of common stock.
Jeff Patrick, Chief Scientific Officer
$ 2.37
per share/NA
March 20, 2024
Option to purchase 12,500 shares of common stock.
Dianna Mather
$ 2.37
per share/NA
March 20, 2024
Option to purchase 12,500
Oleg Buria, consultant
$ 2.37
per share/NA
48
2. 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
$7.34 per share/NA
January 23, 2025
Option to purchase 17,667 shares of common stock.
Jeff Patrick, Chief Scientific Officer
$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.
49
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the fees billed
by our independent accountants, Sadler, Gibb & Associates, LLC, for each of our last two years for the categories of services indicated.
Year
Ended January 31
2025
2024
Audit fees
$
136,160
$
106,340
-
-
-
All other fees
$
-
$
-
Audit fees consist of fees related to professional
services rendered in connection with the audit of our annual financial statements and review of our interim financial statements.
Audit-Related Fees. Audit-related services consist
of fees billed by our independent registered public accounting firms for assurance and related services that are reasonably related to
the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”
All other fees relate to professional services
rendered in connection with our registration statements and acquisition audits.
Our policy is to pre-approve all audit and permissible
non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services
and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories
of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve
particular services on a case-by-case basis. Our board approved all services that our independent accountants provided to us in the past
two fiscal years.
50
PART IV
ITEM 16 Exhibits.
Exhibit
Number
Description
1.1
[Reserved]
3.1A
Articles of Incorporation. (1)
3.1B
Amendment to Articles of Incorporation, filed May 12, 2016. (1)
3.1
Certificate of Amendment filed January 21, 2020. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January 27, 2020).
3.1C
Certificate of Change, filed with the Nevada Secretary of State on August 4, 2022. (13)
3.2
By-laws (1)
3.2B
Amended and Restated By-Laws adopted January 21, 2022. (12)
4.3
Securities purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLC and Platinum Point Capital LLC (6)
4.4
Form
of convertible 6% promissory note issued pursuant to Exhibit 4.3 (6)
4.10
Form of Common Stock Purchase Warrant issued to Platinum Point Capital LLC and Jefferson Street Capital LLC (6)
4.14†
2021 Employee Stock Option Plan. (11)
4.15†
Form of Stock Option Grant Notice. (11)
4.16
Form of Common Stock Purchase Warrant issued in the Company’s initial public offering in 2021 (9)
4.17
Form of Warrant issued to the Representative. (14)
4.18†
2024 Amended and Restated Stock Option Plan, adopted March 20, 2024. (15)
4.19
Form of Common Stock Purchase Warrant issued in 2024 Equity Financing (18)
5.1
[Reserved]
10.1
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)
10.4
Acquisition agreement dated April 5, 2018 between the Company and 4P Therapeutics LLC. (3)
10.5†
Form of agreement with independent directors. (4)
10.6
Exclusive master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best Choice), Inc. (4)
10.15†
Employment Agreement, dated April 23, 2019, between Gareth Sheridan and the Company. (5)
10.16†
Employment Agreement, dated April 23, 2019, between Serguei Melnik and the Company. (5)
10.17†
Employment Agreement, dated February 19, 2019, between Jeffrey Patrick and the Company. (5)
10.18†
Employment Agreement, dated January 1, 2018, between Sean Gallagher and the Company. (5)
10.19
Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC. (7)
51
10.20
Security Agreement, between the Company and Pocono Coated Products, LLC. (7)
10.21
Promissory Note Issued by the Company on August 31, 2020 to Pocono Coated Products, LLC. (7)
10.22
License Agreement, dated December 9, 2020, between the Company and Rambam Med-Tech Ltd. (8)
10.23
Distribution Agreement, dated March 26, 2021, between the Company and BPM Inno Ltd. (8)
10.24
Stock Purchase Agreement, dated December 7, 2020, between the Company and BPM Inno Ltd. (8)
10.25
Amendment No. 1 to Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC (8a)
10.26
Services Agreement dated October 4, 2021, between Active Intelligence, LLC and Diomics Corporation. (10)
10.27†
Employment Agreement effective February 1, 2022, between the Company and Gareth Sheridan. (12)
10.28†
Employment Agreement effective February 1, 2022, between the Company and Serguei Melnik. (12)
10.29†
Employment Agreement effective February 1, 2022, between the Company and Gerald Goodman. (12)
10.30
Creditline Promissory Note, dated July 13, 2023. (16)
10.31
Conversion Agreement, dated December 19, 2023. (17)
10.32
Form of Subscription Agreement for April 19, 2024 Equity Financing (19)
10.33
Form of Note Conversion Agreement dated May 13, 2024 20
10.35
Commercial Development and Clinical Supply Agreement (“Agreement”), made on January 4, 2023, between Kindeva Drug Delivery, L.P. and 4P Therapeutics, LLC.*
10.36
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*.
21.1
List of Subsidiaries of Nutriband Inc. (14)
2 3.1
[Reserved]
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
32.1
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley.*
32.2
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley.*
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107
Filing Fee Table
*
Filed herewith.
†
Executive compensation plan or arrangement.
(1)
Filed as exhibit to the Company’s registration statement on Form 10, which was filed with the Commission on June 2, 2016, and incorporated herein by reference.
(2)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on January 27, 2020 and incorporated herein by reference.
(3)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on April 10, 2018 and incorporated herein by reference.
(4)
Filed as an exhibit to the Company’s annual report on Form 10-K for the year ended January 3, 2019 which was filed with the Commission on April 19, 2019, and incorporated herein by reference.
(5)
Filed as an exhibit to the Company’s Registration Statement on Form S-1/A, which was filed with the Commission on May 19, 2020, and incorporated herein by reference.
(6)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on November 4, 2019, and incorporated herein by reference.
52
(7)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on September 4, 2020, and incorporated herein by reference.
(8)
Filed as exhibits to the Company’s report on Form 8-K, which was filed with the Commission on March 11, 2021, and incorporated herein by reference.
(8a)
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.
(9)
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.
(10)
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.
(11)
Filed as an exhibit to the Company’s Registration Statement on Form S-8, which was filed with the Commission on November 5, 2021, and incorporated herein by reference.
(12)
Filed as an exhibit to the Company’s Current Report on Form 8-K, which was filed with the Commission on January 27, 2022, and incorporated herein by reference.
(13)
Filed as Exhibit 3.1C to the Company’s Current Report on Form 8-K, which was filed with the Commission on August 10, 2022, and incorporated herein by reference.
(14)
Filed as an exhibit to the Company’s Registration Statement on Form S-1, which was filed with the Commission on June 26, 2023, and incorporated herein by reference
(15)
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.
(16)
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.
(17)
Filed as Exhibit No. 10.31 to the Company’s Current Report on Form 8-K, which was filed with the Commission on December 29, 2023.
(18)
Filed as Exhibit No. 4.19 to the Company’s Current Report on Form 8-K, which was filed with the Commission on April 23, 2024.
(19)
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.
(20)
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
All schedules have been omitted because either
they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
53
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 28, 2025
NUTRIBAND INC.
By:
/s/ Gareth Sheridan
Gareth Sheridan
Chief Executive Officer
By:
/s/ Gerald Goodman
Gerald Goodman
Chief Financial Officer
(Principal Financial and Accounting Officer)
Signature
Title
Date
/s/ Gareth Sheridan
Chief Executive Officer and Director
April 28, 2025
Gareth Sheridan
/s/ Serguei Melnik
Director
April 28, 2025
Serguei Melnik
Director
Sergei Glinka
/s/ Radu Bujoreanu
Director
April 28, 2025
Radu Bujoreanu
/s/ Mark Hamilton
Director
April 28, 2025
Mark Hamilton
/s/ Stefani Mancas
Director
April 28, 2025
Stefani Mancas
/s/ Irina Gram
Director
April 28, 2025
Irina Gram
54