NutriBand Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Common Stock and Warrants Listing and Trading Since our initial public offering on October 1, 2021, our common stock has traded on The NASDAQ Capital Market under the symbol “NTRB”, and our Warrants are traded on that 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”). The 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. 25 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 As of April 28, 2026, we had approximately 77 holders of record of our common stock; our Warrants are held in book entry form by the Depository Trust Corporation, which is the holder of record of all of the publicly-traded warrants, based upon data provided by our transfer agent. The transfer agent for the common stock is Equiniti Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219, telephone (800) 937-5449. Dividends We have not declared any cash dividends at any time, and we do not anticipate declaring any cash dividends in the foreseeable future. Sales of Unregistered Securities Issuance of Stock Options 1. 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 Option Holder Title Exercise Price 08/12/2025 Option to purchase 40,000 shares of common stock Jeff Patrick Chief Scientific Officer $ 6.85 per share/NA 2. 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 Title Exercise Price 08/20/2025 Option to purchase 54,167 shares of common stock Gareth Sheridan Chief Executive $ 6.84 per share/NA 08/20/2025 Option to purchase 54,167 shares of common stock Serguei Melnik President $ 6.84 per share/NA 08/20/2025 Option to purchase 43,333 shares of common stock Gerald Goodman Chief Financial Officer $ 6.22 per share/NA 08/20/2025 Option to purchase 45,000 shares of common stock Alan Smith Chief Operating $ 6.22 per share/NA 08/20/2025 Option to purchase 45,000 shares of common stock Jeff Patrick Chief Scientific Officer $ 6.22 per share/NA 08/20/2025 Option to purchase 35,000 shares of common stock Dianna Mather Chief Accountant $ 6.22 per share/NA 08/20/2025 Option to purchase 7,500 shares of common stock Oleg Buria Employee $ 6.22 per share/NA 08/20/2025 Option to purchase 17,000 shares of common stock Mark Hamilton Director $ 6.22 per share/NA 08/20/2025 Option to purchase 19,000 shares of common stock Radu Bujorneau Director $ 6.22 per share/NA 08/20/2025 Option to purchase 17,000 shares of common stock Stefani Mancas Director $ 6.22 per share/NA 08/20/2025 Option to purchase 17,000 shares of common stock Irina Gram Director $ 6.22 per share/NA 08/20/2025 Option to purchase 8,500 shares of common stock Sergei Glinka Director $ 6.22 per share/NA 08/20/2025 Option to purchase 5,000 shares of common stock Anastasia Nichita Consultant $ 6.22 per share/NA 08/20/2025 Option to purchase 1,500 shares of common stock Angie Sanchez Consultant $ 6.22 per share/NA 26 ITEM 6. [RESERVED] The Company, as a smaller reporting company, is not required to provide the information called for by this Item.