What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-29 compared with 2025-04-28 · 208 added, 242 removed, 504 unchanged (47% of the section changed)

54 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGH JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

2 unchanged sentences

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

and biographical information about each nominee, all of whom are currently directors and comprise our entire Board as of the record date.

Gareth Sheridan

7 unchanged sentences

Irina Gram (2)(1)

Viorica Carlig (2)

Alessandro Puddu (1)

Gerald Goodman

6 unchanged sentences

(2) Member of the Compensation Committee.

of the Nominating and Corporate Governance 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.

officer and director since our organization in 2016.

Sheridan founded Nutriband Ltd., an Irish company which we acquired

62 unchanged sentences

Radu Bujoreanu has been a director since June 2019.

Mr Bujoreanu is a real estate agent and investor since 2019 and currently he is with Samson Properties LLC.

Bujoreanu has been

the owner and executive director of Consular Assistance, Inc., which provided assistance in obtaining visas, travel documents, other national

and foreign documents and related services 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.

Bujoreanu is a real estate agent and investor since 2019 and currently he is with Samson Properties LLC.

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.

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

2 unchanged sentences

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

Stefani Mancas is a researcher at University of Maryland.

Stefani’s main research areas are finding analytical solutions to

nonlinear dissipative equations that can be reduced through Darboux transformations to Riccati or Abel equations.

The focus is on Schrödinger

equation, for which Stefani is using methods based on factorization, and variational formulation together with ansatz reduction with global

minimizers of objective functions, applied to supersymmetric quantum mechanics.

Another important area of interest is the theory of elliptic

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

Stefani Mancas graduated Summa cum Laude

from the Military Navy College in Constanta, Romania.

After attending the faculty of Cybernetics from the Academy of Economic Studies

in Bucharest, Stefani transferred to University of Central Florida, and graduated with a dual B.Sc.

in Mathematics/Aerospace Engineering,

a master’s degree in applied mathematics, and a Ph.D.

in mathematical sciences from the Department of Mathematics.

topic was “Dissipative solitons in the cubic-quintic complex Ginzburg-Landau equation:

Bifurcations and Spatiotemporal Structure”,

for which Stefani received the UCF Outstanding Dissertation Award.

Currently, Stefani is a tenured full Professor,

11 unchanged sentences

responsible for financial planning, analysis and risk and opportunities reviews of multiple development and customer programs.

to 2017, she was a Project Engineering Coordinator at Thales IFEC, where she executed budgeting and forecasting activities with specialized

to 2017, she was a Project Engineering Coordinator at Thales IFEC, where she executed budgeting and forecasting activities with a specialized

focus on SFRD spending, interfaced with engineering team to monitor and report the performance of the financial impact of projects.

2013 to 2016, she held various project management, accounting and reporting positions with Siemens Building Technology, Inc., Winter Park,

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.

Alessandro Puddu ,

age 37, is an Italian Chartered Accountant and Statutory Auditor with a practice of audit, corporate advisory and financial reporting

for industrial groups and listed companies.

He advises companies on tax and corporate matters, company valuations, extraordinary corporate

transactions and IAS/IFRS reporting, including consolidated financial statements.

At the beginning of his career, he worked at PricewaterhouseCoopers

as a Senior Auditor, reviewing Italian and multinational companies operating in various industrial sectors and is enrolled in the Italian

Register of Chartered Accountants (Dottori Commercialisti), the Register of Statutory Auditors held by the Italian Ministry of Economy

and Finance, and the Register of Crisis & Insolvency Practitioners, and he has a Master’s Degree in Economics and Management.

Viorica Carlig, age 50, has been

the manager of TII Jet Services LDA, an aircraft service company, and has professional management experience for a substantial period

in the management and growth of companies in the aircraft industry and as well in the industry’s regulatory compliance requirements.

She received Ph.D.

in Economics in 1999, and a Masters Degree in Business Administration from the Bucharest Academy of Economic Studies

in 2006 and 1999, respectively.

She further received Bachelor Degrees in Law and Commerce from the University of Bucharest and the Bucharest

Academy of Economic Studies, in 2002 and 1998, respectively.

Gerald Goodman has been our chief accounting officer

84 unchanged sentences

The audit committee is comprised of Mr.

as chairman, Mr.

Bujoreanu and Irina Gram.

Hamilton, as chairman,

Bujoreanu, Irina Gram and Alessandro Puddu.

We believe that Mark Hamilton qualifies as an “audit committee financial expert”

4 unchanged sentences

independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our audit committee

The Audit Committee met three times in fiscal 2025.

The Audit Committee met four times in fiscal 2026.

Compensation Committee

1 unchanged sentence

Gram, Chairperson, Mr.

Bujoreanu and Dr.

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

The compensation committee members will consider the independence of such advisors before selecting or receiving advice from

such advisors.

Bujoreanu, Dr.

Mancas and Ms.

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 2026.

21 unchanged sentences

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.

Seven of our directors, Mark Hamilton, Radu Bujoreanu,

Stefani Mancas, Irina Gram, Sergei Glinka, Viorica Carlig and Alessandro Puddu are independent directors based on the NASDAQ definition

of independent director.

Family Relationships

1 unchanged sentence

and executive officers.

Compensation Committee Interlocks and Insider

Participation

Compensation Committee Interlocks and

Insider Participation

None of our executive officers serve on the board

33 unchanged sentences

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

Name and Principal

Name and Principal Position

Gareth Sheridan,

Serguei Melnik

Chief Operating Officer

Gerald Goodman

Chief Financial Officer

Chief Operating Officer

Directors Compensation

Compensation’

Compensation ($)

Mark Hamilton

1 unchanged sentence

Stefani Mancas

Sergei Glinka

Employment Agreements with Company Officers

18 unchanged sentences

salary to $150,000.

Net Operating Profit Before Income Taxes

Operating Profit Before Income Taxes

On the First $10 Million

8 unchanged sentences

of duties inconsistent with the Executive’s position, or in the event of a change in control of the Company.

In the event of a

termination by the Company without cause, or by the executive for “good reason”, the Company is required to pay to the Executive

in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

the sum of (1) the executive’s annual minimum

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

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;

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;

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;

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;

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 the event of a termination

by the Company without cause, or by the executive for “good reason”, the Company is required to pay to the Executive in a

lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

the sum of (1) the executive’s annual minimum 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;

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;

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;

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;

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;

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

14 unchanged sentences

plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

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,

of the Company as a group as of April 28, 2026 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.

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)

Percentage of

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 28, 2026.

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 12.155,983 shares of common stock outstanding as of April 28, 2026.

TOTAL DERIVATIVE

TOTAL BENEFICIAL

PERCENT OF O/T

Gareth Sheridan*

3 unchanged sentences

Radu Bujoreanu

Jeff Patrick*

Gerald Goodman*(2)

Viorica Carlig*

Allesandro Puddu*

Sergei Glinka (4)

All officers and directors as a group (10 individuals)

Other Beneficial Owners

All Officers and Directors

Vitalie Botgros (3)

* 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,

* The address for each director and officer or consultant is c/o Nutriband,

Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

(1) Includes 28,167 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.

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

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

Glinka purchased 825,000 shares of common stock and

1,650,000 warrants in Nutriband’s equity financing that was completed April 19, 2024.

Melnik’s wife, as to which Mr.

Melnik disclaims beneficial

ownership, and 50,000 shares held under the UGMA for the benefit of his minor children.

(2) Gerald Goodman holds 86,335 shares directly and has been

granted three-year options under the Company’s 2021 Employee 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.

Vitalie Botgros, to the knowledge of the Company based on a

his Schedule 13-D filing on September 19, 2024, and further information provided by Mr.

Botgros, is the ultimate beneficial

owner of 1,699,945 shares of common stock held by TII Jet Services Ltd., a Portugal corporation;

Nociata Holding Limited, a Cyprus company;

and Kindy Services Ltd., a British Virgin Islands company, all owned 100% Mr.

Botgros’ address is.

101 CORAL BEACH ESTATE, BL.B, Flat/Office 25 4533, LIMASSOL, CYPRUS.

Glinka purchased 825,000 shares of common stock

and 1,650,000 warrants in Nutriband’s equity financing that was completed April 19, 2024.

Glinka’s address

7 unchanged sentences

the operation of which may at a subsequent date result in a change in control of our company.

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.

CERTAIN RELATIONSHIPS AND RELATED

1 unchanged sentence

Independent Directors

Five of our directors,

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

independent director.

Issuance of Stock

The following table

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

Date of Grant

Title and Amount (1)

Option Holder

Seven of our directors,

Sergei Glinka, Mark Hamilton, Radu Bujoreanu, Stefani Mancas, Irina Gram, Viorica Carlig and Alessandro Puddu are independent based on the NASDAQ definition of an independent director.

EQUITY AWARDS AT FISCAL YEAR-END

of Securities Underlying Unexercised Options Unexercisable (#)

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

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.

Expiration Date

Shares or Units of Stock that Have Not Vested

Value of Shares or Units of Stock That Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

or Payout Value of Unearned Shares, Units or Other Rights That

Gareth Sheridan, CEO

Serguei Melnik, President

$ 2.62 per share/NA

March 20, 2024

Option to purchase 75,000 shares of common stock.

Gerald Goodman, Chief Financial Officer

$ 2.37 per share/NA

March 20, 2024

Option to purchase 70,000 shares of common stock.

Alan Smith, Chief Operating Officer

March 20, 2024

Option to purchase 25,000 shares of common stock.

Jeff Patrick, Chief Scientific Officer

March 20, 2024

Option to purchase 12,500 shares of common stock.

Dianna Mather

March 20, 2024

Option to purchase 12,500

Oleg Buria, consultant

The following table

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

Alan Smith, COO

Gerald Goodman, CFO

Date of Grant

2 unchanged sentences

Exercise Price

January 23, 2025

Option to purchase 45,667 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

Sergei Glinka

$ 5.47 per share/NA

Investment by Director

in the Company’s Private Equity Placement in Europe

On April 19, 2024,

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

equity financing with European investors.

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

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

For his investment Mr.

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

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

2029, five years from the date of issuance.

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

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

and other exemptions under the Securities Act.

PRINCIPAL ACCOUNTING FEES AND SERVICES

1 unchanged sentence

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

Ended January 31

Year Ended January 31

All other fees

18 unchanged sentences

ITEM 15 Exhibits.

Articles of Incorporation.

Amendment to Articles of Incorporation, filed May 12, 2016.

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).

Certificate of Change, filed with the Nevada Secretary of State on August 4, 2022.

Amended and Restated By-Laws adopted January 21, 2022.

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

of Incorporation.

to Articles of Incorporation, filed May 12, 2016.

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).

of Change, filed with the Nevada Secretary of State on August 4, 2022.

to Articles of Incorporation, filed with the Nevada Secretary of State on July 16, 2025.

and Restated By-Laws adopted January 21, 2022.

purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLC and

Platinum Point Capital LLC (6)

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

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

of Common Stock Purchase Warrant issued to Platinum Point Capital LLC and Jefferson Street Capital

Employee Stock Option Plan.

Form of Stock Option Grant Notice.

Form of Common Stock Purchase Warrant issued in the Company’s initial public offering in 2021 (9)

Form of Warrant issued to the Representative.

of Stock Option Grant Notice.

of Common Stock Purchase Warrant issued in the Company’s initial public offering in 2021 (9)

of Warrant issued to the Representative.

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

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

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

Acquisition agreement dated April 5, 2018 between the Company and 4P Therapeutics LLC.

Form of agreement with independent directors.

Exclusive master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best Choice), Inc.

Employment Agreement, dated April 23, 2019, between Gareth Sheridan and the Company.

Employment Agreement, dated April 23, 2019, between Serguei Melnik and the Company.

Employment Agreement, dated February 19, 2019, between Jeffrey Patrick and the Company.

Employment Agreement, dated January 1, 2018, between Sean Gallagher and the Company.

Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC.

Security Agreement, between the Company and Pocono Coated Products, LLC.

Promissory Note Issued by the Company on August 31, 2020 to Pocono Coated Products, LLC.

License Agreement, dated December 9, 2020, between the Company and Rambam Med-Tech Ltd.

Distribution Agreement, dated March 26, 2021, between the Company and BPM Inno Ltd.

Stock Purchase Agreement, dated December 7, 2020, between the Company and BPM Inno Ltd.

Amendment No.

1 to Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC (8a)

Services Agreement dated October 4, 2021, between Active Intelligence, LLC and Diomics Corporation.

Employment Agreement effective February 1, 2022, between the Company and Gareth Sheridan.

Employment Agreement effective February 1, 2022, between the Company and Serguei Melnik.

Employment Agreement effective February 1, 2022, between the Company and Gerald Goodman.

Creditline Promissory Note, dated July 13, 2023.

Conversion Agreement, dated December 19, 2023.

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

Form of Note Conversion Agreement dated May 13, 2024 20

of Common Stock Purchase Warrant issued in 2024 Equity Financi1ng (18)

exchange agreement dated January 15, 2016 by and among the Company, Nutriband Limited, an Ireland

corporation, and Gareth Sheridan and/or his nominee (1)

agreement dated April 5, 2018 between the Company and 4P Therapeutics LLC.

of agreement with independent directors.

master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best

Choice), Inc.

Agreement, dated April 23, 2019, between Gareth Sheridan and the Company.

Agreement, dated April 23, 2019, between Serguei Melnik and the Company.

Agreement, dated February 19, 2019, between Jeffrey Patrick and the Company.

Agreement, dated January 1, 2018, between Sean Gallagher and the Company.

Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC.

Agreement, between the Company and Pocono Coated Products, LLC.

Note Issued by the Company on August 31, 2020 to Pocono Coated Products, LLC.

Agreement, dated December 9, 2020, between the Company and Rambam Med-Tech Ltd.

Agreement, dated March 26, 2021, between the Company and BPM Inno Ltd.

Purchase Agreement, dated December 7, 2020, between the Company and BPM Inno Ltd.

1 to Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono

Coated Products, LLC (8a)

Services Agreement dated October 4, 2021, between Active Intelligence, LLC and Diomics

Agreement effective February 1, 2022, between the Company and Gareth Sheridan.

Agreement effective February 1, 2022, between the Company and Serguei Melnik.

Agreement effective February 1, 2022, between the Company and Gerald Goodman.

Promissory Note, dated July 13, 2023.

Agreement, dated December 19, 2023.

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

of Note Conversion Agreement dated May 13, 2024 20

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

and 4P Therapeutics, LLC.*

and 4P Therapeutics, LLC., filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 28, 2025.

Amendment No.

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

and 4P Therapeutics, LLC*.

List of Subsidiaries of Nutriband Inc.

and 4P Therapeutics, LLC., filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 28, 2025.

of Subsidiaries of Nutriband Inc.

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

21 unchanged sentences

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

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

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

Filed as Exhibit 4.12 to Amendment 2 to the Company’s Registration Statement on Form S-1, which was filed with the Commission on October 1, 2021.

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

11 unchanged sentences

Filed as Exhibit No.

10.32 to the Company’s

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

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

Filed as Exhibit No.

10.33 to the Company’s

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

10.33 to the Company’s Current Report on Form 8-K, which was filed with the Commission on May 21, 2024.

Filed as Exhibit 3.1D to the Company’s

Current Report on form 8-K, filed with the Commission on July 14, 2025.

(b) Financial Statement Schedules

21 unchanged sentences

Serguei Melnik

/s/ Sergei Glinka

April 29, 2026

Sergei Glinka

10 unchanged sentences

April 29, 2026

/s/ Viorica Carlig

April 29, 2026

Viorica Carlig

/s/ Alessandro Pudu

April 29, 2026

Alessandro Pudu

In accordance with the requirements of the Exchange

Act, the Company has caused this Annual Reportt to be signed on its behalf by the undersigned, thereunto duly authorized.

NUTRIBAND INC.

April 29, 2026

/s/ Gareth Sheridan

Gareth Sheridan, Chief Executive Officer

(Principal Executive Officer)

April 29, 2026

/s/ Gerald Goodman

Gerald Goodman, Chief Financial Officer

(Principal Financial Officer)

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

What changed 10-K

Item 9A. Controls and Procedures