Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness
of our disclosure controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as of January 31, 2026, the end of the period covered by this annual report. The disclosure
controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and
chief financial officer, who are two of our three full-time employees. There are inherent limitations to the effectiveness of any system
of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance
of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer concluded that,
due to our limited internal audit function, our very limited staff, and our acquisition of 4P Therapeutics and Pocono Coated Products,
which are principally responsible for our business operations and were privately owned when we acquired them, were not effective as of
January 31, 2026, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to
the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.
Management’s Report on Internal Control
over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal
control over financial reporting as of January 31, 2026. In making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness
of internal control over financial reporting as of January 31, 2026, management identified material weaknesses related to (i) our internal
audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting
functions, (iv) inadequate monitoring review controls in accounting for complex transactions. Therefore, our internal controls over financial
reporting were not effective as of January 31, 2026.
Management has determined that our internal controls
contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel, excessive
reliance on third party consultants for accounting, financial reporting and related activities, and the lack of any separation of duties.
The Company has established additional monitoring controls over the financial statements. We have also improved our internal controls
to provide for a detailed accounting review of all revenue items, and accounts receivable and payable transactions in connection with
the entry and categorization of each transaction in the preparation of the Company’s financial statements. As a result of these
improvements, we are confident our financial statements as of January 31, 2026 and for the two years then ended, fairly present in all
material respects our financial condition and results of operations for all that reporting period covered by this report.
Changes in Internal Control over Financial
Reporting.
During the year ended January 31, 2026, there
was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and
Procedures
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
ITEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.
Not applicable.
33
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
MANAGEMENT
Set forth below are the name, age, position of
and biographical information about each nominee, all of whom are currently directors and comprise our entire Board as of the record date.
Name
Age
Position
Gareth Sheridan
36
Chief Executive Officer and Director
Serguei Melnik
53
Chairman of the Board, President and Secretary
Sergei Glinka
60
Director
Mark Hamilton (1)(3)
41
Director
Radu Bujoreanu (1)(2)(3)
56
Director
Stefani Mancas (2)(3)
56
Director
Irina Gram (2)(1)
37
Director
Viorica Carlig (2)
50
Director
Alessandro Puddu (1)
37
Director
Gerald Goodman
78
Chief Financial Officer
Alan Smith, Ph.D.
61
Chief Operating Officer and President of 4P Therapeutics
Jeff Patrick, Pharm.D.
55
Chief Scientific Officer
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Corporate Governance Committee.
Gareth Sheridan, our founder, has been chief executive
officer and director since our organization in 2016. In 2012, Mr. Sheridan founded Nutriband Ltd., an Irish company which we acquired
in 2016. Mr. Sheridan was named Ireland’s ‘Young Entrepreneur of the Year’ in 2014 in the National Bank of Ireland
Startup Awards for establishing Nutriband Ltd. Mr. Sheridan has further business awards from S. Dublin’s Best Young Entrepreneur
and Nutriband Ltd as S. Dublin’s Best Startup Company. Mr. Sheridan has also worked as a Business Mentor with 100 Minds,
a social enterprise founded in 2013, that brings together some of Ireland’s top college students and connects them with one cause
to achieve large charitable goals in a short space of time. Mr. Sheridan is also a past Nissan Generation Next Ambassador, receiving
the acknowledgement in 2015 by Nissan Ireland as one of Ireland’s future generational leaders. In 2019 Mr. Sheridan served
on the Board of the St. James Hospital foundation, the charitable foundation for Ireland’s largest public hospital. Mr. Sheridan
received a B.Sc. in Business and Management from Dublin Institute of Technology in 2012 where he concentrated on international economics,
venture creation and entrepreneurship.
Serguei Melnik, who was elected by the Board as
President on October 8, 2021, serves as a member of the board of directors and is a co-founder of Nutriband Inc. Mr. Melnik
has previously served as our chief financial officer and a director since January 2016. Mr. Melnik has been involved in general
business consulting for companies in the U.S. financial markets and setting up a legal and financial framework for operations of
foreign companies in the U.S. Mr. Melnik advised UNR Holdings, Inc. with regard to the initiation of the trading of its stock
in the over-the-counter markets in the U.S. and has provided general advice with respect to the U.S. financial markets for companies
located in the U.S. and abroad. From February 2003 to May 2005, he was the Chief Operations Officer and a Board member
of Asconi Corporation, Winter Park, Florida, with regard to restructuring the company and listing it on the American Stock Exchange. Mr. Melnik
from June 1995 to December 1996 was a lawyer in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau,
Moldova, and prior thereto practiced law in Moldova in various positions. Mr. Melnik is fluent in Russian, Romanian, English and
Spanish.
34
Sergei Glinka, an investor in our April 19,
2024 private offshore financing, joined our Board of Directors on May 15, 2024. Mr. Glinka has been the Commercial Manager of
TG Biochemicals Limited, Cyprus, since 2019. He has been a shareholder and member of the Board of GST Investments OÜ, Estonia since
2019. From 2000 to 2019, Mr. Glinka was a shareholder and member of the Board of Transgroup Invest AS. Commencing in 1973 Mr. Glinka
attended secondary school in Moldova, graduating in 1981, and graduated from the Tallinn Merchant Marine School, Estonia, in 1986.
Mark Hamilton, an independent director since July 2018,
is an experienced director-level professional who joined global consulting firm, Korn Ferry, in 2020 as a Managing Consultant. Prior to
moving into organizational consulting, Mark qualified as a Chartered Accountant in global advisory firm, BDO, where he spent 12 years
advising some of Ireland’s most successful businesses. His work originated in corporate finance/corporate recovery and more recently,
he spent 5 years leading BDO’s client management and sales function, as Head of Business Development.
Mr. Hamilton is a Member of the Association
of Chartered Accountants (ACA), since 2012. Mr. Hamilton’s accounting/consulting background and experience in corporate finance,
restructuring, sales and talent assists us in his role as an independent Board member and Committee Chair. Mr. Hamilton has a very
strong presence in the business community across jurisdictions, along with an accomplished track record in project management and business
development. Educated at Terenure College, Mark went on to study a B.Sc. degree in Business & Management at Dublin Institute
of Technology and subsequently received First Class Honours in his postgraduate degree, for which he specialized in Accountancy in
2009. In addition to his ACA qualification, Mark has also recently completed a diploma in Corporate Governance and is now a member of
the Corporate Governance Institute which will assist him in his role as Independent Director, alongside his recent approval by the Central
Bank of Ireland to act as an Independent Director to regulated entities.
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. Mr. 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. 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. Before that from May 1994 to August 1999
he was Chief of Bilateral Treaties section in the International Law and Treaties Department of the Ministry of Foreign Affairs of the
Republic of Moldova. Mr. Bujoreanu received a bachelor’s degree in international public law from the University of Moldova.
Dr. 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. The Ph.D. dissertation
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,
and a researcher in the Department of Mathematics at Embry-Riddle Aeronautical University in Daytona Beach, Florida. Stefani’s research
areas deal with finding analytical solutions to nonlinear dissipative equations that can be reduced through Darboux transformations to
Riccati or Abel equations. The main 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,
general relativity, as well as optimization of the blockchain, and quantum cryptography.
Irina Gram was elected as a director of the Company
at the January 21, 2022 stockholders meeting. Irina is a Senior Financial Analyst at Thales IFEC, Melbourne, Florida. There she is
responsible for financial planning, analysis and risk and opportunities reviews of multiple development and customer programs. From 2016
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.
35
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
since July 31, 2018, and was elected our Chief Financial Officer on November 12, 2020.. Mr. Goodman is a certified public
accountant and, since 2014, has practiced with his own firm, Gerald Goodman CPA P.C. From January 1, 2010 until December 31,
2014, Mr. Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah, and was a non-equity partner and managed
the firm’s SEC practice. Mr. Goodman is a director of Lifestyle Medical Network, Inc., which provides management services to
healthcare providers. From 1971 to 2010, Mr. Goodman was a partner in the accounting firm of Wiener, Goodman & Company P.C. Mr. Goodman
is a 1970 graduate of Pennsylvania State University where he received a B.S. Degree in Accounting.
Alan Smith, Ph.D., serves as Chief Operating Officer
of Nutriband and President of 4P Therapeutics, a wholly owned subsidiary of Nutriband. He joined the Company after Nutriband acquired
4P Therapeutics in 2018. Dr. Smith co-founded 4P Therapeutics in 2011 to develop drug-device and biologic-device combination products
to meet the needs of patients, physicians, and payers, and was Vice President, Clinical, Regulatory, Quality and Operations at the time
of the acquisition. Dr. Smith is co-inventor of the Company’s Aversa™ abuse deterrent transdermal system technology.
Dr. Smith has over 20 years of experience in the research and development of drug and biologic delivery systems, diagnostics
and medical devices for treatment and management of chronic pain, diabetes, and cardiovascular disease. Previously, he was with Altea
Therapeutics, a venture capital funded company focused on novel transdermal drug and biologic delivery, most recently serving as Vice
President, Product Development and Head of Clinical R&D, Regulatory Affairs, and Project Management. Prior to joining Altea Therapeutics,
he led the development of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.
Dr. Smith received Ph.D. and M.S. degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry
of New Jersey. He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.
Jeff Patrick Pharm.D. currently serves as Director
of Drug Development Institute at the Ohio State University Comprehensive Cancer Center. Dr. Patrick most recently serving as Chief
Scientific Officer for New Haven Pharmaceuticals. Prior roles included global vice president of professional affairs at Mallinckrodt Pharmaceuticals,
Inc.; and roles with ascending responsibilities at Dyax, Myogen/Gilead, Actelion and Sanofi-Synthelabo, Inc. Dr. Patrick is a residency-trained
clinical pharmacist with approximately 20 years of pharmaceutical industry experience. He brings expertise in executive leadership,
scientific and medical strategy, drug development and commercialization to the company. Prior to pursuing a career in research and development,
Patrick was an ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of
pharmacy at the University of Tennessee College of Pharmacy, where he earned his doctorate in pharmacy. He also completed the Wharton
School of Business Pharmaceutical Executive Program. Dr. Patrick works for us on a part-time basis.
36
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
Board Leadership Structure and Risk Oversight
Gareth Sheridan serves as Chief Executive Officer
and Serguei Melnik is serving as our Chairman and President. Our Chairman leads the Board of Directors in its discussions and has such
other duties as are prescribed by the Board. As Chief Executive Officer, Mr. Sheridan is responsible for implementing the Company’s
strategic and operating objectives and day-to-day decision-making related to such implementation.
The Board of Directors currently has three standing
committees (audit, compensation, and nominating and corporate governance) that are chaired and composed entirely of directors who are
independent under Nasdaq and SEC rules. Given the role and scope of authority of these committees, and that a majority of the members
of the Board are independent, the Board of Directors believes that its leadership structure is appropriate. We select directors as members
of these committees with the expectation that they will be free of relationships that might interfere with the exercise of independent
judgement.
Our Board of Directors is our Company’s
ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board of Directors selects our senior
management team, which is charged with the conduct of our business. Our Board of Directors also acts as an advisor and counselor to senior
management and oversees its performance.
Board Composition
Our business and affairs are managed under the
direction of our Board of Directors. The number of directors is determined by our board of directors, subject to the terms of our certificate
of incorporation and bylaws. Our board of directors currently consists of six members, four of which are independent directors.
Meetings
Our Board of Directors held three meetings and
acted by written consent eight times during fiscal 2026.
Committees of the Board of Directors
The board of directors has created three committees — the
audit committee, the compensation committee and the nominating and corporate governance committee. Each of the committees has a charter
which meets the Nasdaq Stock Market requirements and is composed of three independent directors.
Audit Committee
The audit committee is comprised of Mr. Hamilton, as chairman,
Mr. Bujoreanu, Irina Gram and Alessandro Puddu. We believe that Mark Hamilton qualifies as an “audit committee financial expert”
under the rules of the Nasdaq Stock Market. The audit committee oversees, reviews, acts on and reports on various auditing and accounting
matters to the board, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the
independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our audit committee
charter. The Audit Committee met four times in fiscal 2026.
37
Compensation Committee
The compensation committee is comprised of Irina
Gram, Chairperson, Mr. Bujoreanu, Dr. Mancas and Ms. Carlig. 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.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee,
which is comprised of Dr. Mancas, Mark Hamilton and Mr. Bujoreanu, will identify, evaluate and recommend qualified nominees
to serve on our board; develop and oversee our internal corporate governance processes, and maintain a management succession plan. The
nominating and corporate governance committee met two times in fiscal 2026.
Risk Management
The Board has an active role, as a whole and also
at the committee level, in overseeing the management of our risks. The Compensation Committee of our Board is responsible for overseeing
the management of risks relating to our executive compensation plans and arrangements. The Audit Committee of our Board oversees management
of financial risks, under its charter it is to meet periodically and at least four times per year with management to review and assess
the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled. The Nominating
and Corporate Governance Committee of our Board is responsible for the management of risks associated with the independence of the Board
members and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management
of such risks, the entire Board of Directors is informed about such risks.
Independent Directors
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
There are no family relationships among our directors
and executive officers.
Compensation Committee Interlocks and
Insider Participation
None of our executive officers serve on the board
of directors or compensation committee of a company that has an executive officer who serves on our Board or compensation committee. No
member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors
or compensation committee of that company.
Conflicts of Interest
Certain conflicts of interest exist and may continue
to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote
their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted
to the business of the Company.
38
Certain conflicts of interest may exist between
the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the
resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There
can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise
that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management
will try to resolve conflicts to the best advantage of all concerned.
Compliance with Section 16(a) of
the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act
requires our officers and directors, and persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership
and changes of ownership of such securities with the SEC. Dr. Smith, Dr. Patrick, Mr. Bujoreanu, and Ms. Gram have
not yet filed their Form 3 reports. Gerald Goodman, who has filed Form 5’s to catch up on the Form 3 and Form 4’s due
over the past three fiscal years. Mr. Goodman, Gareth Sheridan and Serguei Melnik filed late Form 4’s with respect to Form 4’s
required to be filed for stock option compensation issuances for fiscal 2026. No other officer or director has filed any ownership reports.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
The table below shows the compensation for services
in all capacities we paid during the years ended January 31, 2026 and 2025 to the individuals serving as our principal executive
officers during the last completed fiscal year and our other two most highly paid executive officers at the end of the last completed
fiscal year (whom we refer to collectively as our “named executive officers”);
Name and Principal Position
Year
Salary
$
Bonus
Awards
$
Stock
Awards
$
Option/
Awards(1)
$
Incentive
Plan
Compensation
$
Nonqualified
Deferred
Earnings
$
All Other
Compensation
$
Total
$
Gareth Sheridan,
2026
150,000
-
-
162,718
-
-
392,107
704,825
CEO(1)
2025
150,000
-
-
203,368
-
-
5,000
358,368
Serguei Melnik
2026
150,000
-
-
162,718
-
-
392,107
704,825
President
2025
150,000
-
-
203,368
-
-
5,000
358,368
Gerald Goodman
2026
110,000
-
-
136,672
-
-
37,671
284,343
Chief Financial Officer
2025
110,000
-
-
147,584
-
-
5,000
262,584
Alan Smith
2026
154,000
-
-
141,930
-
-
7,673
303,603
Chief Operating Officer
2025
154,000
-
-
142,004
-
-
5,000
301,004
39
(1)
Directors Compensation
Name
(a)
Fees
Earned
or Paid in
Cash
($)
(b)
Stock
Awards
($)
(c)
Option
Awards
($)
(d)
Non-Equity
Incentive
Plan
Compensation’
($)
(e)
Change in
Pension
Value and
NonQualified
Deferred
Compensation
Earnings
($)
(f)
All Other
Compensation ($)
(g)
Totals
$
(h)
Mark Hamilton
5,000
-
53,618
-
-
-
58,618
Radu Bujoreanu
5,000
-
59,926
-
-
-
64,926
Stefani Mancas
5,000
-
53,618
-
-
-
58,618
Irina Gram
5,000
-
53,618
-
-
-
58,618
Sergei Glinka
-
-
125,404
-
-
-
125,404
Employment Agreements with Company Officers
The Company entered into a three-year employment
agreement with Gareth Sheridan, our CEO, and Serguei Melnik, our President, effective February 1, 2022. The agreement also provides
that the executives will continue as a director. The agreement provides for an initial term, commencing on the effective date of the agreement
and ending on January 31, 2025, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than
30 days’ notice given prior to the expiration of the initial term or any one-year extension. For their services to the Company
during the term of the agreement, Mr. Sheridan and Mr. Melnik will receive an annual salary of $250,000 per annum, commencing
on the effective date of the agreement. Mr. Sheridan and Mr. Melnik will also receive a performance bonus of 3.5% of net income
before income taxes. As of July 31, 2022, the Company and Mr. Sheridan and Mr. Melnik mutually agreed to reduce their annual
salary to $150,000.
Net
Operating Profit Before Income Taxes
Performance
Bonus
On the First $10 Million
3.5 %
On the Next $40 Million
3.5 %
On the Next $50 Million
3.0 %
On all Amounts Over $100 Million
2.5 %
Each of the Employment Agreements contains similar
provisions for discharge for “cause”, including breach of the Employment Agreement or specified detrimental conduct by the
employee, in which cases accrued compensation would payable as provided in the Employment Agreements. The Agreements also provide for
termination by the executives for “good reason”, comprising events such as breach of the Agreement by the Company, assignment
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:
A.
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;
40
B.
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;
C.
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;
D.
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;
E.
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; and
F.
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
as of the date of termination and held by the executive shall vest in full and become immediately exercisable for the remainder of their
full term; all restricted stock shall no longer be restricted to the extent permitted by law, and the Company will use its best efforts,
at its sole cost to register such restricted stock as expeditiously as possible.
Gross-up Reimbursement on Excise Taxes Paid
by Employee on Certain Payments received from Company
The Employment Agreements of Mr. Sheridan
and Mr. Melnik provide that, to the extent any payment under the Employment Agreement to the executive is subject to the excise tax
imposed by section 4999 of the Internal Revenue Code, the executive is entitled to a gross-up payment from the Company to reimburse the
executive for additional federal, state and local taxes imposed on executive by reason of the excise tax and the Company’s payment
of the initial taxes on such amount. The Company is also required to bear the costs and expenses of any proceeding with any taxing authority
in connection with the imposition of any such excise tax.
Pension Benefits
We currently have no
plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.
41
ITEM 12.
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 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 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.
NAME
DIRECT
TOTAL DERIVATIVE
TOTAL BENEFICIAL
PERCENT OF O/T
Gareth Sheridan*
1,510,000
251,000
1,761,000
14.19 %
Serguei Melnik*(1)
839,001
156,000
995,001
8.08 %
Stefani Mancas*
17,000
40,083
57,083
0.47 %
Mark Hamilton*
13,959
43,000
56,959
0.47 %
Radu Bujoreanu
15,750
44,833
60,583
0.50 %
Irina Gram*
1,167
26,500
27,667
0.23 %
Jeff Patrick*
36,612
277,667
284,279
2.53 %
Alan Smith*
36,908
172,667
209,575
1.70 %
Gerald Goodman*(2)
86,335
185,500
271,835
2.20 %
Viorica Carlig*
20,000
-
20,000
0.16 %
Allesandro Puddu*
-
-
-
0.00 %
Sergei Glinka (4)
1,119,041
1,529,706
2,648,288
19.35 %
All Officers and Directors
3,695,773
2,726,456
6,422,229
49.88 %
Vitalie Botgros (3)
3,210,537
2,018,228
5,228,865
36.89 %
* 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 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.
(3) Mr. 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. Mr. Botgros’ address is. Amathountos,
101 CORAL BEACH ESTATE, BL.B, Flat/Office 25 4533, LIMASSOL, CYPRUS.
(4) Mr. Glinka purchased 825,000 shares of common stock
and 1,650,000 warrants in Nutriband’s equity financing that was completed April 19, 2024. Mr. Glinka’s address
is 13 Morfu Str., Matina Court FL 402, 3012 Limassol, Cyprus. The Company has no further information as to additional shares of
common stock, if any, held by Mr. Glinka.
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.
Changes in Control
We are unaware of any contract or other arrangement,
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.
42
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Independent Directors
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.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
Option
Awards
Stock
Awards
Name
(a)
Number
of
Shares of
Common
Stock
Underlying
Unexercised
Options
Exercisable
(#)
(b)
Number
of Securities Underlying Unexercised Options Unexercisable (#)
(c)
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
(d)
Options
Exercise Price
($)
(e)
Options
Expiration Date
($)
(f)
Number of
Shares or Units of Stock that Have Not Vested
(#)
(g)
Market
Value of Shares or Units of Stock That Have Not Vested ($)
(h)
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(i)
Incentive
Plan Awards: Market
or Payout Value of Unearned Shares, Units or Other Rights That
($)
(j)
Gareth Sheridan, CEO
70,000
—
—
$ 2.12
26-Oct-26
—
—
—
—
97,500
—
—
$ 2.62
19-Mar-27
—
—
—
—
29,333
—
—
$ 8.07
23-Jan-28
—
—
—
—
54,167
—
—
$ 6.84
20-Aug-28
—
—
—
—
Serguei Melnik, President
72,500
—
—
$ 2.62
19-Mar-27
—
—
—
—
29,333
—
—
$ 8.07
23-Jan-28
—
—
—
—
54,167
—
—
$ 6.84
20-Aug-28
—
—
—
—
Alan Smith, COO
40,000
—
—
$ 1.93
26-Oct-26
—
—
—
—
70,000
—
—
$ 2.37
19-Mar-27
—
—
—
—
17,667
—
—
$ 7.34
23-Jan-28
—
—
—
—
45,000
—
—
$ 6.22
20-Aug-28
—
—
—
—
Gerald Goodman, CFO
49,500
—
—
$ 1.93
26-Oct-26
—
—
—
—
75,000
—
—
$ 2.37
19-Mar-27
—
—
—
—
17,667
—
—
$ 7.34
23-Jan-28
—
—
—
—
43,333
—
—
$ 6.22
20-Aug-28
—
—
—
—
43
Date of Grant
Title and Amount
Option Holder
Title
Exercise Price
01/28/2026
Option to purchase 45,667 shares of common stock
Sergei Glinka
Director
$ 5.47 per share/NA
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the fees billed
by our independent accountants, Sadler, Gibb & Associates LLC, for each of our last two years for the categories of services indicated.
Year Ended January 31
2026
2025
Audit fees
$ 131,813
$ 136,160
-
-
All other fees
$ -
$ -
Audit fees consist of fees related to professional
services rendered in connection with the audit of our annual financial statements and review of our interim financial statements.
Audit-Related Fees. Audit-related services consist
of fees billed by our independent registered public accounting firms for assurance and related services that are reasonably related to
the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”
All other fees relate to professional services
rendered in connection with our registration statements and acquisition audits.
Our policy is to pre-approve all audit and permissible
non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services
and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories
of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve
particular services on a case-by-case basis. Our board approved all services that our independent accountants provided to us in the past
two fiscal years.
44
PART IV
ITEM 15 Exhibits.
Exhibit
Number
Description
1.1
[Reserved]
3.1A
Articles
of Incorporation. (1)
3.1B
Amendment
to Articles of Incorporation, filed May 12, 2016. (1)
3.1
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).
3.1C
Certificate
of Change, filed with the Nevada Secretary of State on August 4, 2022. (13)
3.1D
Amendment
to Articles of Incorporation, filed with the Nevada Secretary of State on July 16, 2025. (21)
3.2
By-laws (1)
3.2B
Amended
and Restated By-Laws adopted January 21, 2022. (12)
4.3
Securities
purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLC and
Platinum Point Capital LLC (6)
4.4
Form
of convertible 6% promissory note issued pursuant to Exhibit 4.3 (6)
4.10
Form
of Common Stock Purchase Warrant issued to Platinum Point Capital LLC and Jefferson Street Capital
LLC (6)
4.14†
2021
Employee Stock Option Plan. (11)
4.15†
Form
of Stock Option Grant Notice. (11)
4.16
Form
of Common Stock Purchase Warrant issued in the Company’s initial public offering in 2021 (9)
4.17
Form
of Warrant issued to the Representative. (14)
4.18†
2024
Amended and Restated Stock Option Plan, adopted March 20, 2024. (15)
4.19
Form
of Common Stock Purchase Warrant issued in 2024 Equity Financi1ng (18)
5.1
[Reserved]
10.1
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)
10.4
Acquisition
agreement dated April 5, 2018 between the Company and 4P Therapeutics LLC. (3)
10.5†
Form
of agreement with independent directors. (4)
10.6
Exclusive
master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best
Choice), Inc. (4)
10.15†
Employment
Agreement, dated April 23, 2019, between Gareth Sheridan and the Company. (5)
10.16†
Employment
Agreement, dated April 23, 2019, between Serguei Melnik and the Company. (5)
10.17†
Employment
Agreement, dated February 19, 2019, between Jeffrey Patrick and the Company. (5)
10.18†
Employment
Agreement, dated January 1, 2018, between Sean Gallagher and the Company. (5)
10.19
Purchase
Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC. (7)
45
10.20
Security
Agreement, between the Company and Pocono Coated Products, LLC. (7)
10.21
Promissory
Note Issued by the Company on August 31, 2020 to Pocono Coated Products, LLC. (7)
10.22
License
Agreement, dated December 9, 2020, between the Company and Rambam Med-Tech Ltd. (8)
10.23
Distribution
Agreement, dated March 26, 2021, between the Company and BPM Inno Ltd. (8)
10.24
Stock
Purchase Agreement, dated December 7, 2020, between the Company and BPM Inno Ltd. (8)
10.25
Amendment
No. 1 to Purchase Agreement, dated August 31, 2020, by and among the Company and Pocono
Coated Products, LLC (8a)
10.26
Services Agreement dated October 4, 2021, between Active Intelligence, LLC and Diomics
Corporation. (10)
10.27†
Employment
Agreement effective February 1, 2022, between the Company and Gareth Sheridan. (12)
10.28†
Employment
Agreement effective February 1, 2022, between the Company and Serguei Melnik. (12)
10.29†
Employment
Agreement effective February 1, 2022, between the Company and Gerald Goodman. (12)
10.30
Creditline
Promissory Note, dated July 13, 2023. (16)
10.31
Conversion
Agreement, dated December 19, 2023. (17)
10.32
Form
of Subscription Agreement for April 19, 2024 Equity Financing (19)
10.33
Form
of Note Conversion Agreement dated May 13, 2024 20
10.35
Commercial Development and Clinical Supply Agreement (“Agreement”), made on January 4, 2023, between Kindeva Drug Delivery, L.P. 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.
10.36
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., filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 28, 2025.
21.1
List
of Subsidiaries of Nutriband Inc. (14)
23.1
[Reserved]
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
32.1
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley.*
32.2
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley.*
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107
Filing Fee Table
*
Filed herewith.
†
Executive compensation plan or arrangement.
(1)
Filed as exhibit to the Company’s registration statement on Form 10, which was filed with the Commission on June 2, 2016, and incorporated herein by reference.
(2)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on January 27, 2020 and incorporated herein by reference.
(3)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on April 10, 2018 and incorporated herein by reference.
(4)
Filed as an exhibit to the Company’s annual report on Form 10-K for the year ended January 3, 2019 which was filed with the Commission on April 19, 2019, and incorporated herein by reference.
(5)
Filed as an exhibit to the Company’s Registration Statement on Form S-1/A, which was filed with the Commission on May 19, 2020, and incorporated herein by reference.
(6)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on November 4, 2019, and incorporated herein by reference.
46
(7)
Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the Commission on September 4, 2020, and incorporated herein by reference.
(8)
Filed as exhibits to the Company’s report on Form 8-K, which was filed with the Commission on March 11, 2021, and incorporated herein by reference.
(8a)
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.
(9)
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.
(10)
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)
Filed as an exhibit to the Company’s Registration Statement on Form S-8, which was filed with the Commission on November 5, 2021, and incorporated herein by reference.
(12)
Filed as an exhibit to the Company’s Current Report on Form 8-K, which was filed with the Commission on January 27, 2022, and incorporated herein by reference.
(13)
Filed as Exhibit 3.1C to the Company’s Current Report on Form 8-K, which was filed with the Commission on August 10, 2022, and incorporated herein by reference.
(14)
Filed as an exhibit to the Company’s Registration Statement on Form S-1, which was filed with the Commission on June 26, 2023, and incorporated herein by reference
(15)
Filed as Exhibit 4.16 to the Company’s Amendment No. to its Current Report on Form 8-K, which was filed with the Commission on March 28, 2024 and incorporated herein by reference.
(16)
Filed as Exhibit 10.30 to the Company’s Current Report on Form 8-K, which was filed with the Commission on July 14, 2023.
(17)
Filed as Exhibit No. 10.31 to the Company’s Current Report on Form 8-K, which was filed with the Commission on December 29, 2023.
(18)
Filed as Exhibit No. 4.19 to the Company’s Current Report on Form 8-K, which was filed with the Commission on April 23, 2024.
(19)
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.
(20)
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.
(21)
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
All schedules have been omitted because either
they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
47
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 29, 2026
NUTRIBAND INC.
By:
/s/ Gareth Sheridan
Gareth Sheridan
Chief Executive Officer
By:
/s/ Gerald Goodman
Gerald Goodman
Chief Financial Officer
(Principal Financial and Accounting Officer)
Signature
Title
Date
/s/ Gareth Sheridan
Chief Executive Officer and Director
April 29, 2026
Gareth Sheridan
/s/ Serguei Melnik
Director
April 29, 2026
Serguei Melnik
/s/ Sergei Glinka
Director
April 29, 2026
Sergei Glinka
/s/ Radu Bujoreanu
Director
April 29, 2026
Radu Bujoreanu
/s/ Mark Hamilton
Director
April 29, 2026
Mark Hamilton
/s/ Stefani Mancas
Director
April 29, 2026
Stefani Mancas
/s/ Irina Gram
Director
April 29, 2026
Irina Gram
/s/ Viorica Carlig
Director
April 29, 2026
Viorica Carlig
/s/ Alessandro Pudu
Director
April 29, 2026
Alessandro Pudu
48
SIGNATURES
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
By:
/s/ Gareth Sheridan
Gareth Sheridan, Chief Executive Officer
(Principal Executive Officer)
April 29, 2026
By:
/s/ Gerald Goodman
Gerald Goodman, Chief Financial Officer
(Principal Financial Officer)
49
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.