What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-09-09 compared with 2025-05-30 · 106 added, 302 removed, 99 unchanged (80% of the section changed)

4 unchanged sentences

Words such as “expects,” “anticipates,”

“intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions

or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means

of identifying forward-looking statements as denoted in this report.

“intends,” “plans,” “believes,” “seeks,” “estimates” and similar

expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive

means of identifying forward-looking statements as denoted in this report.

Additionally, statements concerning future matters are forward-looking

6 unchanged sentences

differences in results and outcomes include, without limitation, those specifically addressed under the headings “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended January

31, 2025, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q

and information contained in other reports that we file with the SEC.

Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended

January 31, 2025, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this

Form 10-Q and information contained in other reports that we file with the SEC.

You are urged not to place undue reliance on these forward-looking

35 unchanged sentences

On April 19, 2024, the Company completed an $8,400,000

equity financing with European investors (the “Offering”) of 2,100,000 units (“Units”), at a price of $4.00 per

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

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

equity financing with European investors (the “Offering”) of 2,100,000 units (“Units”), at a price of $4.00

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

the Warrants having an initial 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 (“Warrants”).

The Offering was made solely to investors resident outside the United

States and was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws

of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the exemptions

from registration provided in the SEC’s Regulation S and other exemptions under the Securities Act.

The Offering was made solely to investors resident outside

the United States and was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities

laws of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the

exemptions from registration provided in the SEC’s Regulation S and other exemptions under the Securities Act.

AVERSA Abuse Deterrent Transdermal Products

11 unchanged sentences

In January 2024, we signed a commercial development

and clinical supply agreement with Kindeva Drug Delivery, formerly 3M Drug Delivery (“Kindeva”), for the development of AVERSA

Fentanyl using Kindeva’s FDA-approved fentanyl patch.

This agreement replaced the previous feasibility agreement between the two

companies which was focused on establishing the feasibility of incorporating our AVERSA abuse deterrent transdermal technology into Kindeva’s

commercial transdermal manufacturing process.

The commercial development and clinical supply agreement is focused on developing the commercial

manufacturing process for AVERSA Fentanyl.

and clinical supply agreement with Kindeva Drug Delivery, formerly 3M Drug Delivery (“Kindeva”), for the development of

AVERSA Fentanyl using Kindeva’s FDA-approved fentanyl patch.

This agreement replaced the previous feasibility agreement between

the two companies which was focused on establishing the feasibility of incorporating our AVERSA abuse deterrent transdermal technology

into Kindeva’s commercial transdermal manufacturing process.

The commercial development and clinical supply agreement is focused

on developing the commercial manufacturing process for AVERSA Fentanyl.

On November 1, 2021, The Board of Directors adopted

the 2021 Employee Stock Option Plan (the “Plan”), and the Plan then adopted provided for an initial 350,000 shares to

issue and sell upon the exercise of stock options issued under the Plan.

As of May 30, 2025, the Company has reserved 1,373,668 shares

the 2021 Employee Stock Option Plan (the “Plan”), and the Plan then adopted provided for an initial 350,000 shares

to issue and sell upon the exercise of stock options issued under the Plan.

As of September 8, 2025, the Company has reserved 1,645,751

shares to issue and sell upon the exercise of stock options issued under the Plan.

The Plan provides for an automatic annual increase

9 unchanged sentences

a majority vote of our stockholders.

As of May 30, 2025, with the February 1, 2025 automatic increase of shares available for issuance

As of September 8, 2025, with the February 1, 2025 automatic increase of shares available for issuance

under the Plan, 4,249 shares remain available for issuance of options under the Plan.

On April 19, 2024, the Company completed an

$8,400,000 equity financing with European investors of 2,100,000 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 having an initial 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.

offering was made solely to investors resident outside the United States and was not registered under the Securities Act, or the

securities laws of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company

pursuant to the exemptions from registration provided in the SEC’s Regulation S and other exemptions under the Securities

On August 5, 2025, the Company issued a preferred

stock dividend of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to its shareholders of record

July 25, 2025.

Each share of Series A Preferred Stock has the par value of $0.001 per share and is is convertible at the option of the

holder into one share of Common Stock following the date of the approval for commercial sale by the Federal Drug Administration of the

Company’s transdermal pharmaceutical products that are based on the Company’s AVERSA ™ abuse deterrent

transdermal technology.

The holders of Series A Preferred Stock that do not convert their shares shall be eligible for dividends as declared

by the Board of Directors for those holders, and the Series A Preferred is also eligible for dividends declared by the Board of Directors

on the class of common stock.

In the preferred stock dividend, 3,008,643 shares of the Series A Preferred Stock (including shares of common

stock issued to stockholders exercising warrants following the distribution of the dividend) were issued to our stockholders.

value of the dividend was $21,814,166.

Results of Operations

Three Months Ended April 30, 2025 and 2024

For the three months ending April 30, 2025, we

Three Months Ended July 31, 2025 and 2024

For the three months ending July 31, 2025, we

generated revenue of $622,452 and our revenue costs were $465,571, resulting in a gross profit of $156,881.

For the three months ending

April 30, 2024, we generated revenue of $408,532 and our costs of revenue were $243,746, resulting in a gross profit of $164,786.

revenue for the three months ending April 30, 2025, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract

research and development services from our 4P Therapeutics segment.

The revenue from the Pocono Pharmaceuticals segment increased from

the prior year as the Company ordered additional equipment to meet the new demand and implemented this equipment during the third quarter

of the prior year.

July 31, 2024, we generated revenue of $442,830 and our costs of revenue were $341,272, resulting in a gross profit of $101558.

for the three months ending July 31, 2025, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract research

and development services from our 4P Therapeutics segment.

The revenue from the Pocono Pharmaceuticals segment increased from the prior

year as the Company ordered additional equipment to meet the new demand and implemented this equipment during the third quarter of the

An increase in demand is expected in the balance of the current year.

There were no sales in our 4P Therapeutics segment

in the current year due to a shift in focus and the main contract wound down in the prior year.

There were no sales in our 4P Therapeutics segment in

the current year due to a shift in focus and the main contract wound down in the prior year.

The increase in gross margin is due primarily

to higher margins in our sales mix.

For the three months ending April 30, 2025, our

selling, general and administrative expenses were $982,052, primarily legal, accounting and public relations compared to $1,079,728 for

the three months ending April 30, 2024.

The decrease from 2024 is primarily attributable to decreases in non-cash equity-based expenses.

During the three months ending April 30, 2025,

the Company incurred research and development expenses of its Aversa Fentanyl product of $683,426, primarily of salaries and increases

in development costs from Kindeva as compared to $974,535 for the three months ending April 30, 2024.

For the three months ending July 31, 2025, our

selling, general and administrative expenses were $1,597,540, primarily legal, accounting and compensation expenses compared to $737,325

for the three months ending July 31, 2024.

The increase from 2024 is primarily attributable to increases in compensation-based expenses.

During the three months ending July 31, 2025,

the Company incurred research and development expenses of its Aversa Fentanyl product of $562,554, primarily of salaries and development

costs from Kindeva as compared to $773,975 for the three months ending July 31, 2024.

The decrease is primarily attributable to a reduction

in labor costs.

We incurred interest expenses of $5,773 for the

three months ending July 31, 2025, as compared to $5,018 for the three months ending July 31, 2024.

Interest income for the three months ending July

31, 2025 was $8,849 as compared to $77,332 for the three months ending July 31, 2024.

The decrease is primarily due to a decrease in cash

used in the Company’s operations..

As a result of the foregoing, we sustained a net

loss of $2,000,337 for the three months ending July 31, 2025, exclusive of the net loss available to common stockholders of $23,814,503

or ($2.12) per share (basic and diluted) after the preferred stock dividend, compared with a loss of $1,705,465, or $(0.15) per share

(basic and diluted) for the three months ending July 31, 2024.

Six Months Ended July 31, 2025 and 2024

For the six months ending July 31, 2025, we generated

revenue of $1,289,884 and our revenue costs were $881,022, resulting in a gross profit of $408,862.

For the six months ending July 31,

2024, we generated revenue of $851,362 and our costs of revenue were $585,018, resulting in a gross profit of $266,344.

Our revenue for

the six months ending July 31, 2025, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract research and

development services from our 4P Therapeutics segment.

The revenue from the Pocono Pharmaceuticals segment increased from the prior year

as the Company ordered additional equipment to meet the new demand and implemented this equipment during the third quarter of the prior

An increase in demand is expected in the balance of the current year.

There were no sales in our 4P Therapeutics segment in the

current year due to a shift in focus and the main contract wound down in the prior year.

The increase in gross margin is due primarily

to higher margins in our sales mix.

For the six months ending July 31, 2025, our selling,

general and administrative expenses were $2,579,592, primarily legal, accounting and compensation expenses compared to $1,817,053 for

the six months ending July 31, 2024.

The increase from 2024 is primarily attributable to increases equity-based expenses.

During the six months ending July 31, 2025, the

Company incurred research and development expenses of its Aversa Fentanyl product of $1,245,980, primarily of salaries and increases in

development costs from Kindeva as compared to $1,748,510 for the six months ending July 31, 2024.

The decrease is primarily attributable

1 unchanged sentence

We incurred interest expenses of $11,853 for the

three months ending April 30, 2025, as compared to $8,618 for the three months ending April 30, 2024.

Interest income for the three months ending April

30, 2025 was $30,508 as compared to $18 for the three months ending April 30, 2024.

The increase is primarily due to investment in excess

cash from the Company’s equity financing.

six months ending July 31, 2025, as compared to $13,837 for the six months ending July 31, 2024.

Interest income for the six months ending July

31, 2025 was $39,157 as compared to $77,350 for the six months ending July 31, 2024.

The decrease is primarily due to cash used in the

Company development operations.

As a result of the foregoing, we sustained a net

loss of $1,388,869 or $(0.12) per share (basic and diluted) for the three months ending April 30, 2025, compared with a loss of $1,898,077,

or $(0.21) per share (basic and diluted) for the three months ending April 30, 2024.

loss of $3,389,206 for the six months ending July 31, 2025, exclusive of the net loss available to common of stockholders of $25,203,372

or (2.26) per share (basic and diluted) after the preferred stock dividend, compared with a loss of $3,603,542, or $(0.36) per share (basic

and diluted) for the six months ending July 31, 2024.

Liquidity and Capital Resources

As of April 30, 2025, we had $2,964,097 in cash

As of July 31, 2025, we had $6,995,101 in cash

and cash equivalents and working capital of $5,948,628, as compared with cash and cash equivalents of $4,311,719 and working capital of

$3,811,420 as of January 31, 2025.

For the three months ending April 30, 2025, we

used cash of $1,336,972 in our operations.

The principal adjustments to our net loss of $1,388,869 were depreciation and amortization

of $57,490, and the issuance of employee stock for services in the amount of $63,850.

For the three months ending April 30, 2025, we

used cash in investing activities of $5,324 primarily for the purchase of equipment.

For the three months ending April 30, 2025, we

used cash in financing activities of $5,326 primarily from the payment of note payable.

For the six months ending July 31, 2025, we used

cash of $2,650,313 in our operations.

The principal adjustments to our net loss of $3,389,206 were depreciation and amortization of $114,862,

and the issuance of employee stock for services in the amount of $104,400.

For the six months ending July 31, 2025, we used

cash in investing activities of $5,324 primarily for the purchase of equipment.

For the six months ending July 31, 2025, cash

provided from financing activities was $5,339,019 primarily from the exercise of warrants.

Off Balance Sheet Arrangements

3 unchanged sentences

Critical Accounting Policies

Going Concern Assessment

Management assesses liquidity and going

concern uncertainty in the Company’s condensed financial statements to determine whether there is sufficient cash on hand and working

capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial

statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP.

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

forecasts, projections, estimates and will make certain key assumptions, including timing and nature of projected cash expenditures or

programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other

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

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

management has the proper authority to execute them within the look-forward period.

As of April 30, 2025, the Company had

cash and cash equivalents of $2,904,097 and working capital of $2,504,596.

For the three months ending April 30, 2025, the Company incurred

a net loss from operations of $1,413,497 and used cash flow from operations of $1,336,972.

The Company has generated operating losses

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

from operations.

The Company has used these proceeds to fund operations and will continue to use the funds as needed.

In March 2023, the

Company entered into a three-year $2,000,000 Credit Line Note facility with a related party, amended on July 13, 2023, to $5,000,000,

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

On April 19, 2024, the Company received proceeds of $8,400,000 from equity financing with European investors.

Management has prepared estimates of

operations for the next twelve months and believes that sufficient funds will be generated from operations to fund its operations for

one year from the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the

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

Management believes the substantial

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

Principles of Consolidation

The consolidated financial statements

of the Company include the Company and its wholly owned subsidiaries.

All material intercompany balances and transactions have been eliminated.

The operations of 4P Therapeutics are included in the Company’s financial statements from the date of acquisition of August 1, 2018,

and the operations of Pocono and Active Intelligence are included in the Company’s financial statements from the date of acquisition

of September 1, 2020, under Pocono Pharmaceuticals Inc.

The wholly owned subsidiaries are as follows:

Nutriband Ltd.

4P Therapeutics LLC

Pocono Pharmaceuticals Inc.

Use of Estimates

The preparation of the consolidated

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

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

of contingent assets and liabilities.

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

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

Company bases its estimates on historical experience and on other various assumptions that are believed to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent

from other sources.

Actual results could differ from those estimates.

Revenue Recognition

In May 2014, the FASB issued ASU No.

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

revenue recognition.

ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled

when products are transferred to a customer.

The Company recognizes revenue based on the five criteria for revenue recognition established

under Topic 606:

1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate

the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

Revenue Types

The following is a description of the

Company’s revenue types, which include professional services and sale of goods:

Contract development and manufacturing services for consumer health transdermal, topical and tape products with revenues listed under sale of goods.

Product revenues are derived from the sale of the Company’s consumer transdermal, topical and tape products with sales listed under sale of goods.

Contract research and development services for pharmaceutical and medical devices for life sciences customers with revenues listed under services.

Contracts with Customers

A contract with a customer exists when

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

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

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

intent and ability to pay the promised consideration.

Contract Liabilities

Deferred revenue is a liability related

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

The Company records deferred revenue when it receives consideration

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

Performance Obligations

A performance obligation is a promise

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

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

is satisfied.

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

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

The Company recognizes

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

When we perform professional service

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

a monthly basis for the work performed during that month.

All revenue recognized in the income

statement is considered to be revenue from contracts with customers.

Cash and cash equivalents.

Cash and cash equivalents include cash

on hand, cash on deposit in money market accounts.

The Company considers short-term highly liquid investments with an original maturity

date of three months or less that are not part of an investment pool to be cash equivalents.

As of April 30, 2025, the Company had $2,547,000

that exceeded federally insured limits.

Accounts receivable

Trade accounts receivables are recorded

at the net invoice value and are not interest bearing.

The Company maintains allowances for doubtful accounts for estimated losses from

the inability of its customers to make the required payments.

The Company determines its allowances by both specific identification of

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

For the three months ending April

30, 2025, and 2024, the Company recorded bad debt expenses of $-0- and $1,200, respectively, for doubtful accounts related to accounts

During the year ended January 31, 2024, the Company entered into an accounts receivable sale agreement for one of its subsidiaries.

The Company received $106,528 in funds against an account receivable that is currently a claim in bankruptcy.

The net accounts receivable

remain on the books of the Company and a corresponding amount has been included as a secured borrowing liability under Notes payable.

As of April 30, 2025, the receivable has been reserved in full.

If the bankruptcy claim is not paid in full by the debtor, Company is

obligated to pay any difference to the factor.

The loan bears interest at 10%.

The Company adopted ASU 2016-13 during 2013 and implemented

the guidance on expected credit losses.

Inventories are valued at the lower

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

The net realized value is the estimated selling price

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

The cost of finished goods and work in process is comprised

of material costs, direct labor costs and other direct costs and related production overheads (based on normal operating capacity).

of April 30, 2025, total inventory was $215,324, consisting of work-in-process of $100,690, finished goods of $9,172 and raw materials

As of January 31, 2025, total inventory was $212,041, consisting of work-in-process of $46,235, finished goods of $16,609

and raw materials of $149,177.

Property, Plant and Equipment

Property and equipment represent an

important component of the Company’s assets.

The Company depreciates its plant and equipment on a straight-line basis over the estimated

useful life of the assets.

Property, plant and equipment is stated at historical cost.

Expenditures for minor repairs, maintenance and

replacement parts which do not increase the useful lives of the assets are charged to expense as incurred.

All major additions and improvements

are capitalized.

Depreciation is computed using the straight-line method.

The lives over which the fixed assets are depreciated range

from 3 to 20 years as follows:

Lab Equipment

Furniture and fixtures

Machinery and equipment

Intangible Assets

Intangible assets include trademarks,

intellectual property and customer base acquired through business combinations.

The Company accounts for Other Intangible Assets under

the guidance of ASC 350, “Intangibles-Goodwill and Other.” The Company capitalizes certain costs related to patent technology.

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

and other intangibles.

Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives.

Intangible assets with indefinite lives are tested annually for impairment.

Trademarks, intellectual property and customer base are being

amortized over their estimated useful lives of ten years.

During the year ending January 31, 2025, the Company recorded an impairment

charge of $293,038 to its intellectual property.

Goodwill represents the difference between

the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition.

reviewed for impairment annually on January 31, and more frequently as circumstances warrant, and written down only in the period in which

the recorded value of such assets exceeds their fair value.

The Company does not amortize goodwill in accordance with ASC 350.

In connection

with the Company’s acquisition of 4P Therapeutics LLC in 2018, the Company recorded Goodwill of $1,719,235.

On August 31, 2020,

in connection with the Company’s acquisition of Pocono Coated Products LLC and Active Intelligence LLC, the Company recorded Goodwill

of $5,810,640.

During the years ended January 31, 2025, and 2024, the Company recorded an impairment charge of $3,302,478- and $-0-, respectively,

reducing the Active Intelligence LLC Goodwill to $-0-.

As of April 30, 2025, and January 31, 2025, Goodwill amounted to $1,719,535 and

$1,719,535, respectively.

Long-lived Assets

Management reviews long-lived assets

for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not

be recoverable.

An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value.

carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result

from the use and eventual disposition of the asset.

If an impairment exists, the resulting write-down would be the difference between

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

Earnings per Share

Basic earnings per share of common stock

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

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

of common stock outstanding during the period.

Potential shares of common stock consist of shares issuable upon the exercise of outstanding

options and common stock purchase warrants.

As of April 30, 2025, and 2024, there were 6,920,641 and 6,862,308 common stock equivalents

outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Stock-Based Compensation

ASC 718, “Compensation - Stock

Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services,

and, since February 1, 2019, non-employees, are acquired.

Transactions include incurring liabilities, or issuing or offering to issue

shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights.

Share-based payments

to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on

their fair values.

That expense is recognized over the period during which an employee is required to provide services in exchange for

the award, known as the requisite service period (usually the vesting period).

As of February 1, 2019, pursuant to ASC 2018-07, ASC 718

was applied to stock-based compensation for both employees and non-employees.

Business Combinations

The Company recognizes the assets acquired,

the liabilities assumed, and any non-controlling interest in the acquired entity at the acquisition date measured at their fair values

as of that date, with limited exceptions specified in the accounting literature.

In accordance with this guidance, acquisition-related

costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred.

replaces the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated

to the individual assets acquired and liabilities assumed based on their estimated fair value.

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

under this guidance, lessees and lessors should apply a “right-of-use” model in accounting for all leases (including subleases)

and eliminate the concept of operating leases and off-balance-sheet leases.

Recognition, measurement and presentation of expenses will

depend on classification as a finance or operating lease.

Similar modifications have been made to lessor accounting in-line with revenue

recognition guidance.

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

The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting.

Research and Development Expenses

Research and development costs are expensed

Taxes are calculated in accordance with

taxation principles currently effective in the United States and Ireland.

The Company accounts for income taxes

under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax

consequences of events that have been included in the financial statements.

Under this method, deferred tax assets and liabilities are

determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in

effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets

and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax

assets to the extent they believe these assets will more likely than not be realized.

In making such a determination, the Company

considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected

future taxable income, tax planning strategies and recent financial operations.

In the event the Company was determined that

it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make

an adjustment to the valuation allowance which would reduce the provision for income taxes.

Critical accounting policies remained relatively

consistent from the year ended January 31, 2025.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

2 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis