NutriBand Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. 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. Additionally, statements concerning future matters are forward-looking statements. Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such 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. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. Overview Nutriband Inc. (the “Company”, “Nutriband”, “we” or “us”), was incorporated in Nevada in January 2016. Our primary business is the development of a portfolio of transdermal pharmaceutical products. Our development pipeline primarily consists of transdermal products that are based on our proprietary AVERSA ™ abuse deterrent transdermal technology that we believe can be incorporated into existing transdermal patches that contain drugs that are susceptible to abuse and misuse such as opioid and stimulant drugs. The Company’s revenues are based on providing services through our subsidiaries Pocono Pharmaceuticals operating as Active Intelligence and 4P Therapeutics. Pocono Pharmaceuticals provides contract manufacturing services for health, wellness and over-the-counter pharmaceutical customers and 4P Therapeutics performs contract research and development related services for pharmaceutical and medical devices customers. We manage and evaluate our operations, and report our financial results, through these two separate subsidiaries. Our principal offices are located in Orlando, Florida, and our subsidiary, Pocono Pharmaceuticals, has a manufacturing facility in Cherryville, North Carolina. We primarily operate and derive most of our revenues in the United States. Recent Developments On February 13, 2025, we signed an addendum to the Commercial Development and Clinical Supply Agreement for our lead product, Aversa™ Fentanyl, being developed with our partner, Kindeva Drug Delivery, a leading global contract development and manufacturing organization (CDMO) focused on drug-device combination products. Nutriband and Kindeva have revised their agreement to formalize their exclusive product development partnership and long-term commitment based on shared development costs in exchange for milestone payments. The development work being conducted under this agreement supports the development of Nutriband’s AVERSA™ abuse-deterrent technology in general, which can be utilized to incorporate aversive agents into transdermal patches to prevent the abuse, diversion, misuse, and accidental exposure of drugs with abuse potential including opioids and stimulants. 21 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, 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. Our Business AVERSA Abuse Deterrent Transdermal Products Our lead product under development is AVERSA Fentanyl, an abuse deterrent fentanyl transdermal system that combines an approved generic fentanyl patch with our AVERSA abuse deterrent transdermal technology to reduce the abuse and misuse of fentanyl patches. We believe that our AVERSA technology can be broadly applied to various transdermal products, and our plan is to follow the development of AVERSA Fentanyl with the development of additional abuse deterrent transdermal products for pharmaceuticals that have a risk or history of abuse, misuse or accidental exposure. Specifically, we have expanded our development pipeline to include AVERSA Buprenorphine and AVERSA Methylphenidate. In addition, we are developing a portfolio of transdermal pharmaceutical products to deliver already approved drugs or biologics that are typically delivered by injection but with the potential to improve compliance and therapeutic outcomes through transdermal delivery. 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. 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 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 to be added on February 1 of each year equal to the lesser of (i) 250,000 shares of Common Equity or (ii) five percent (5%) of the total shares of Common Stock outstanding on such date (including for this purpose any shares of Common Stock issuable upon conversion of any outstanding capital equity of the Company) or (iii) such lesser number as determined by the Board. In accordance with the Plan, on February 1, 2022, the Company reserved an additional 233,333 shares and on February 1, 2023, the Company reserved an additional 233,333 shares. On March 20, 2024, our Board of Directors adopted an amendment to the Plan increasing the number of shares of common stock subject to the Plan (as of March 20, 2024, 875,000 shares) to 1,400,00 shares (the “Amendment”). We submitted the Amendment to the Plan to our stockholders for adoption and approval at the 2025 Annual Meeting, and the Amendment was approved by a majority vote of our stockholders. 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 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. The fair value of the dividend was $21,814,166. 22 Results of Operations 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 July 31, 2024, we generated revenue of $442,830 and our costs of revenue were $341,272, resulting in a gross profit of $101558. Our revenue 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 prior year. 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 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 year. 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 to a reduction in labor costs. We incurred interest expenses of $11,853 for the 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 $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. 23 Liquidity and Capital Resources 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 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 We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Critical Accounting Policies Critical accounting policies remained relatively consistent from the year ended January 31, 2025. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable.