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Item 5. Market for Registrant’s Common Equity

2026-04-29 compared with 2025-04-28 · 98 added, 43 removed, 22 unchanged (87% of the section changed)

5 unchanged sentences

exchange under the symbol “NTRBW”.

Preferred Stock

Series A Convertible Preferred Stock

The Board of Directors of the Company authorized

on July 9, 2025 a preferred stock dividend to be issued by the Company to all shareholders, on the basis of one share of Series A Preferred

stock issued for each four shares of common stock owned by the holder.

The record date for the dividend was July 25, 2025,

The Company completed the stock dividend of shares

of Series A Preferred Stock to Nutriband shareholders of record on July 25, 2025 on the basis of one share of Series A Preferred Stock

for each four shares of common stock held by each stockholder, with all fractional shares being rounded down.

A total of 3,008,643 shares

of Series A Preferred Stock were issued in this stock dividend.

On July 9, 2025, the Board of Directors of Nutriband

Inc., a Nevada corporation (the “Company”), approved an amendment to the Articles of Incorporation of the Company to authorize

a series of non-voting shares of Preferred Stock, par value $0.001 per share, titled the Series A Convertible Preferred Stock (the “Series

A Preferred Stock”), by amendment of Article 3 of the Company’s Articles of Incorporation (“the Amendment”).

Amendment authorized a total of 2,788,678 shares of Series A Preferred.

The Amendment was approved by the Board without shareholder action

pursuant to Section 78.315 of the Nevada corporation law.

The authorized number of Series A Preferred Shares was further increased by

the Board of Directors pursuant to the filing on July 21, 2025, of a Certificate of Correction with the Nevada Secretary of State that

increased the authorized number of shares of Series A Preferred Stock to 10,000,000.

The terms of the Series A Preferred Stock provide that 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), each share of Series A Preferred Stock will become convertible at the option of the holder into one share of

Common Stock.

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

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

declared by the Board of Directors on the class of common stock.

Following completion of the August 5, 2025, stock

dividend of shares of Series A Preferred Stock issued in the dividend are held in accounts for the respective owners of the stock by Equinity

Trust Company, LLC, the transfer agent for the Company’s common stock, as well as for the Series A Preferred Stock.

The shares of

Series A Preferred Stock are held by our transfer agent as restricted stock under SEC rules, and the shares held by the transfer agent

are not issuable to or transferable by the recipients of the stock in the preferred stock dividend until the preferred shares are eligible

for conversion to common stock, and the Company has completed registration of the shares of Series A Preferred Stock with the SEC and

listed such shares for trading on Nasdaq.

Amendment to Increase Shares of Authorized

Preferred Stock

At our recent Annual Meeting of Shareholders,

held on January 24, 2026, our shareholders approved an Amendment to our Articles of authorizing an additional 10,000,000 shares of undesignated

preferred stock.

The Company has not planned any further issuances of Preferred Stock for these additional shares and do not anticipate

any issuances of these unissued shares of Series A Convertible Preferred Stock or of any newly authorized undesignated shares of Preferred

Stock in the near future, although the additional undesignated shares could be used in a future transaction of which we are not now aware

at this time.

Shareholders of Record

8 unchanged sentences

Sales of Unregistered Securities

The following table sets forth the sales of unregistered

securities since the Company’s last report filed under this item.

Issuance of Stock

The following table sets forth issuances of a stock options expiring August 12, 2028 to an officer and director on August 12, 2025.

Date of Grant

Title and Amount

Principal Underwriter

Total Offering Price/ Underwriting Discounts

Three Year Option to Purchase 17,667 shares of Common Stock at an exercise price of $7.34 per share.

Gerald Goodman

$ 129,675.78 /NA

Three Year Option to Purchase 17,667 shares of common stock at an exercise price of $7.34 per share.

$ 129,675.78 /NA

Three Year Option to Purchase 17,667 shares of common stock at an exercise price of $7.34 per share.

Dianna Mather

$ 129,675.78 /NA

Three Year Option to Purchase 17,667 shares of common stock at an exercise price of $7.34 per share.

$ 129,675.78 /NA

Three Year Option to Purchase 13,583 shares of common stock at an exercise price of $7.34 per share.

Stefani Mancas

$ 99,699.22 /NA

Three Year Option to Purchase 15,333 shares of common stock at an exercise price of $7.34 per share.

Radu Bujoreanu

$ 112,544.22/NA

Three Year Option to Purchase 11,833 shares of common stock at an exercise price of $7.34 per share.

Vselovod Grigore

$ 86,854.22/NA

Three Year Option to Purchase 17,667 shares of common stock at an exercise price of $7.34 per share.

$ 129,675.78 /NA

Three Year Option to Purchase 29,333 shares of common stock at an exercise price of $8.07 per share.

Option Holder

Exercise Price

Option to purchase 40,000 shares of common stock

Chief Scientific Officer

6.85 per share/NA

The following table sets forth issuances of stock options expiring August 20, 2028 to certain officers and directors on August 20, 2025.

Date of Grant

Title and Amount

Option Holder

Exercise Price

Option to purchase 54,167 shares of common stock

Gareth Sheridan

$ 236,717.31 /NA

Three Year Option to Purchase 29,333 shares of common stock at an exercise price of $8.07 per share.

Chief Executive

6.84 per share/NA

Option to purchase 54,167 shares of common stock

Serguei Melnik

$ 236,717.31/ NA

Three Year Option to Purchase 17,667 shares of common stock at an exercise price of $7.34 per share.

$ 129,675.78 /NA

Three Year Option to Purchase 17,667 shares of common stock at an exercise price of $7.34 per share.

$ 129,675.78 /NA

Three Year Option to Purchase 16,500 shares of common stock at an exercise price of $7.34 per share

6.84 per share/NA

Option to purchase 43,333 shares of common stock

Gerald Goodman

Chief Financial Officer

6.22 per share/NA

Option to purchase 45,000 shares of common stock

Chief Operating

6.22 per share/NA

Option to purchase 45,000 shares of common stock

Chief Scientific Officer

6.22 per share/NA

Option to purchase 35,000 shares of common stock

Dianna Mather

Chief Accountant

6.22 per share/NA

Option to purchase 7,500 shares of common stock

6.22 per share/NA

Option to purchase 17,000 shares of common stock

Mark Hamilton

$ 121,110.00/NA

Issuer Purchases of Equity Securities

The following table sets forth purchases in the

market by the Company of 32,400 shares of its common stock in its fourth fiscal quarter ended January 31, 2025 and recorded the purchase

as Treasury Stock.

(a) Total number of shares of common stock purchased

(b) Average price paid per share

(d) Maximum number (or approximate dollar value) of shares that may yet to be purchased under the plans or programs

6.22 per share/NA

Option to purchase 19,000 shares of common stock

Radu Bujorneau

6.22 per share/NA

Option to purchase 17,000 shares of common stock

Stefani Mancas

6.22 per share/NA

Option to purchase 17,000 shares of common stock

6.22 per share/NA

Option to purchase 8,500 shares of common stock

Sergei Glinka

6.22 per share/NA

Option to purchase 5,000 shares of common stock

Anastasia Nichita

6.22 per share/NA

Option to purchase 1,500 shares of common stock

Angie Sanchez

6.22 per share/NA

The Company, as a smaller reporting company, is

1 unchanged sentence

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity