NTRB 10-Q
NutriBand Inc. (NTRB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM
For the quarterly period ended
OR
For the transition period from __________ to __________
Commission File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the issuer’s common stock, par value $0.001 per share, was
NUTRIBAND INC.
INDEX
i
NUTRIBAND INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.
The results of operations for the three and six months ended July 31, 2026 and 2025, are not necessarily indicative of the results for the entire fiscal year or for any other period.
1
NUTRIBAND INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| July 31, | January 31, | |||||||
| 2026 | 2026 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable-net | ||||||||
| Inventory-net | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| PROPERTY & EQUIPMENT-net | ||||||||
| OTHER ASSETS: | ||||||||
| Goodwill | ||||||||
| Operating lease right of use asset | ||||||||
| Intangible assets-net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Operating lease liability-current portion | ||||||||
| Notes payable-current portion | ||||||||
| Total Current Liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Note payable-net of current portion | ||||||||
| Operating lease liability-net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Treasury stock, | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See notes to unaudited consolidated financial statements
2
NUTRIBAND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total Costs and Expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ||||||||||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Preferred shares dividend | ( | ) | ( | ) | ||||||||||||
| Net loss available to common stockholders - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share attributable to common stockholders - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
See notes to unaudited consolidated financial statements
3
NUTRIBAND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Six Months Ended July 31, 2026
| Common Stock | Preferred Stock | Additional | Accumulated Other |
|||||||||||||||||||||||||||||||||
| Number of | Number of | Paid In | Comprehensive | Accumulated | Treasury | |||||||||||||||||||||||||||||||
| Total | shares | Amount | shares | Amount | Capital | Income(Loss) | Deficit | Stock | ||||||||||||||||||||||||||||
| Balance, February 1, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Warrants issued for services | - | - | ||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||
| Options issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Net loss | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||
| Balance, July 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
Six Months Ended July 31, 2025
| Common Stock | Preferred Stock | Additional | Accumulated Other |
|||||||||||||||||||||||||||||||||
| Number of | Number of | Paid In | Comprehensive | Accumulated | Treasury | |||||||||||||||||||||||||||||||
| Total | shares | Amount | shares | Amount | Capital | Income(Loss) | Deficit | Stock | ||||||||||||||||||||||||||||
| Balance, February 1, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Treasury stock issued for services | ||||||||||||||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | ||||||||||||||||||||||||||||||||||||
| Preferred shares issued as common stock dividend | ( | ) | ||||||||||||||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||
| Balance, July 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
4
Three Months Ended July 31, 2026
| Common Stock | Preferred Stock | Additional | Accumulated Other |
|||||||||||||||||||||||||||||||||
| Number of | Number of | Paid In | Comprehensive | Accumulated | Treasury | |||||||||||||||||||||||||||||||
| Total | shares | Amount | shares | Amount | Capital | Income(Loss) | Deficit | Stock | ||||||||||||||||||||||||||||
| Balance, May 1, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Options issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Net loss | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||
| Balance, July 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
Three Months Ended July 31, 2025
| Common Stock | Preferred Stock | Additional | Accumulated Other |
|||||||||||||||||||||||||||||||||
| Number of | Number of | Paid In | Comprehensive | Accumulated | Treasury | |||||||||||||||||||||||||||||||
| Total | shares | Amount | shares | Amount | Capital | Income(Loss) | Deficit | Stock | ||||||||||||||||||||||||||||
| Balance, May 1, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | ||||||||||||||||||||||||||||||||||||
| Treasury stock issued for services | ||||||||||||||||||||||||||||||||||||
| Preferred shares issued as common stock dividend | ( | ) | ||||||||||||||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||
| Balance, July 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
See notes to unaudited consolidated financial statements
5
NUTRIBAND INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Operating lease expense | ||||||||
| Loss on extinguishment of debt | ||||||||
| Stock-based compensation-shares, options and warrants issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Purchase of treasury stock | ( | ) | ||||||
| Proceeds from the exercise of employee stock options | ||||||||
| Proceeds from sale of common stock and exercise of warrants | ||||||||
| Payment on note payable | ( | ) | ( | ) | ||||
| Net Cash Provided by Financing Activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash and cash equivalents - Beginning of period | ||||||||
| Cash and cash equivalents - End of period | $ | $ | ||||||
| Supplementary information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Cashless conversion of warrants | $ | $ | ||||||
| Measurement of operating lease right-of-use assets and liabilities | $ | $ | ||||||
| Debt settlement issued by the issuance of common stock and warrants | $ | $ | ||||||
| Preferred Shares issued as Common stock dividend | $ | $ | ||||||
See notes to unaudited consolidated financial statements
6
NUTRIBAND INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
as of and for the Three and Six Months Ended July 31, 2026 and 2025
| 1. | ORGANIZATION AND DESCRIPTION OF BUSINESS |
Organization
Nutriband Inc. (the “Company”) is a Nevada corporation, incorporated on
On August 1, 2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $
4P Therapeutics is engaged in the development of transdermal pharmaceutical products. With the acquisition of 4P Therapeutics, 4P Therapeutics’ drug development business became the Company’s principal business. The primary focus of the business is to incorporate the Company’s Aversa abuse deterrent technology into transdermal patches containing already approved drugs. Although these drugs are already approved, the Company needs to conduct a product development program which will include the preclinical and clinical trials that are necessary to receive FDA approval before we can market any of our pharmaceutical products.
On August 25, 2020, the Company formed Pocono Pharmaceuticals Inc. (“Pocono Pharmaceuticals”), a wholly owned subsidiary of the Company. On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical, Cosmetic, and Nutraceutical businesses of Pocono Coated Products LLC (“PCP”). The net assets were contributed to Pocono Pharmaceuticals. Included in the transaction, Pocono Pharmaceuticals also acquired
Pocono Pharmaceuticals is a coated products contract development and manufacturing organization that supports their customers with product design, development and manufacturing services. Pocono Pharmaceuticals has specialized expertise and state-of-the-art manufacturing capabilities for topical, transdermal and kinesiology tape products. Active Intelligence manufactures activated kinesiology tape for customers in the sports and physical markets.
7
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Unaudited Financial Statements
The consolidated balance sheet as of July 31, 2026, and the consolidated statements of operations, stockholders’ equity and cash flows for the periods presented have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) to prepare fairly the financial position, results of operations and cash flows for all periods presented have been made. The results for the three and six months ending July 31, 2026, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with consolidated financial statements and footnotes therein included in Nutriband’s Annual Report on Form 10-K for the year ending January 31, 2026.
Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations, including interim reporting requirements of the U.S. Securities and Exchange Commission (SEC”). The preparation of consolidated statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and accompanying footnotes. Actual results could differ from estimates.
The Company’s significant accounting policies are in Note 2 in the Company’s Annual Report on Form 10-K for the year ending January 31, 2026. There were no significant changes to these accounting policies during the three and six months ending July 31, 2026.
Going Concern Assessment
Management assesses liquidity and going concern uncertainty in the Company’s condensed financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved, and management has the proper authority to execute them within the look-forward period.
As of July 31, 2026, the Company had cash and cash equivalents of $
8
Management has prepared estimates for operations for the next twelve months and believes that sufficient funds will be generated from operations to fund its operations for one year from the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the Company’s ability to continue operations as a going concern.
Management believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.
Revenue Types
The following is a description of the Company’s revenue types, which include professional services and sales of goods:
| ● | Contract development and manufacturing services for consumer health transdermal, topical and tape products with revenues listed under sales of goods. |
| ● | Product revenues derived from the sale of the Company’s consumer transdermal, topical and tape products with sales listed under sales of goods. |
| ● | Contract research and development services for pharmaceutical and medical device life sciences customers with revenues listed under services. |
Contracts with Customers
A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
Contract Liabilities
Deferred revenue is a liability related to a revenue producing activity for which revenue has not been recognized. The Company records deferred revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.
9
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types, the performance obligation is satisfied at different times. The Company’s performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When we perform professional service work, we recognize revenue when we have the right to invoice the customer for the work completed, which typically occurs over time on a monthly basis for the work performed during that month.
All revenue recognized in the income statement is considered to be revenue from contracts with customers.
Disaggregation of Revenues
The Company disaggregates its revenue from contracts with customers by type and by geographical location. See the tables:
| Six Months Ending | Three Months Ending | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue by type: | ||||||||||||||||
| Sale of goods | $ | $ | $ | $ | ||||||||||||
| Services | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Six Months Ending | Three Months Ending | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue by geographic location: | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Foreign | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Goodwill
Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually on January 31, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceeds their fair value. The Company does not amortize goodwill in accordance with ASC 350. In connection with the Company’s acquisition of 4P Therapeutics LLC in 2018, the Company recorded Goodwill of $
10
Recent Accounting Standards
The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration.
| 3. | PROPERTY AND EQUIPMENT |
| July 31 | January 31, | |||||||
| 2026 | 2026 | |||||||
| Lab equipment | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Furniture and Fixtures | ||||||||
| $ | $ | |||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Net Property and Equipment | $ | $ | ||||||
Depreciation expenses amounted to $
| 4. | NOTES PAYABLE |
Notes Payable
Active Intelligence, entered into an agreement with the Carolina Small Business Development Fund for a line of credit of $
On April 3, 2022, the Company entered into a retail installment agreement for the purchase of an automobile. The contract price was $
11
Note payable-related party.
On July 17, 2023, the Company entered an amended Credit Line Note agreement, for an increased $
Secured borrowing liability.
On July 19, 2023, the Company entered into an accounts receivable sale agreement for one of its subsidiaries in connection with a bankruptcy claim. The Company received $
Interest expenses for the six months ended July 31, 2026, and 2025, were $
| 5. | INTANGIBLE ASSETS |
As of July 31, 2026 and January 31, 2026, intangible assets consisted of intellectual property and trademarks, customer base, and license agreement, net of amortization, as follows:
| July 31, | January 31, | |||||||
| 2026 | 2026 | |||||||
| Customer base | $ | $ | ||||||
| Intellectual property and trademarks | ||||||||
| Total | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Net Intangible Assets | $ | $ | ||||||
Amortization expenses for the six months ended July 31, 2026 and 2025 amounted to $
| Total | ||||
| Year Ended January 31, | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| $ | ||||
12
| 6. | RELATED PARTY TRANSACTIONS |
Activity during the six months ended July 31, 2026
| a) | During the six months ended July 31, 2026, a director of the Company and a related party were issued warrants to purchase | |
| b) | During the six months ending July 31, 2026, |
Activity during the six months ended July 31, 2025
| a) | During the six months ended July 31, 2025, a director of the Company and a related party exercised warrants and were issued |
| 7. | STOCKHOLDERS’ EQUITY |
Preferred Stock
On January 15, 2016, the board of directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize
On July 9, 2025, the board of directors created a series of non-voting preferred stock consisting initially of shares designated as the Series A Convertible Preferred Stock (the “the Series A Preferred Stock”). 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 technology, each share of Series A Preferred Stock will be convertible at the option of the holder into
The Company authorized on July 9, 2025, a preferred stock dividend to be issued by the Company to all shareholders on the basis of
13
Common Stock
On July 26, 2022, the Board of Directors of the Company approved a
Activity during the Six Months Ended July 31, 2026
| (a) | As of July 31, 2026, the Company held |
Activity during the Six Months Ended July 31, 2025
| (a) | As of July 31, 2025, the Company held | |
| (b) | On February 8, 2025, the Company entered into an agreement with a consultant to provide consulting services to the Company’s Board of Directors. The Company issued | |
| (c) | In February 2025, the Company’s outside counsel exercised | |
| (d) | In July 2025, third parties exercised | |
| (e) | In July 2025, two employees exercised employee stock options. The Company received proceeds of $ | |
| (f) | In July 2025, the Company received $ | |
| (g) | In July 2025, the Company received proceeds of $ |
| 8. | OPTIONS and WARRANTS |
Warrants
In September 2025, the Company issued
The Company used the Black Scholes valuation model to record fair value of the warrants issued during the year ending January 31, 2026. The valuation model used a dividend rate of
14
In March 2026, the Company issued
The Company used the Black Scholes valuation model to record fair value of the warrants issued during the six months ending July 31, 2026. The valuation model used a dividend rate of
The following table summarizes the changes in the outstanding warrants and the related price of the shares of the common stock issued to non-employees of the Company during the years ended January 31, 2026 and 2025.
| Exercise | Remaining | Intrinsic | ||||||||||||||
| Shares | Price | Life | Value | |||||||||||||
| Outstanding, January 31, 2025 | $ | | $ | |||||||||||||
| Granted | | |||||||||||||||
| Expired/Cancelled | - | |||||||||||||||
| Exercised | ( | ) | - | |||||||||||||
| Outstanding, January 31, 2026 | ||||||||||||||||
| Granted | | |||||||||||||||
| Expired/Cancelled | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Outstanding- July 31, 2026 | $ | | $ | |||||||||||||
| Exercisable - July 31, 2026 | $ | | $ | |||||||||||||
The following table summarizes additional information relating to the warrants outstanding as of July 31, 2026:
| Range of Exercise | Number | Remaining Contractual | Exercise Price for Shares | Number | Exercise Price for Shares | Intrinsic | ||||||||||||||||||||
| Prices | Outstanding | Life(Years) | Outstanding | Exercisable | Exercisable | Value | ||||||||||||||||||||
| $ | 3.73 | $ | $ | $ | ||||||||||||||||||||||
| $ | 4.00 | $ | $ | $ | ||||||||||||||||||||||
| $ | 6.00 | $ | $ | $ | ||||||||||||||||||||||
| $ | 6.43 | $ | $ | $ | ||||||||||||||||||||||
| $ | 7.50 | $ | $ | $ | ||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||
15
Options
On November 1, 2021, the Board of Directors adopted the 2021 Employee Stock Option Plan (the “Plan”). The Company has reserved
On March 20, 2024, our Board of Directors adopted an amendment to the Company’s Employee Stock Option Plan (the “Plan”) increasing the number of shares of common stock subject to the Plan (as of March 20, 2024,
During the year ending January 31, 2025,
During the year ending January 31, 2026,
During the six months ending July 31, 2026,
16
The following table summarizes the changes in outstanding options and the related price of the shares of the Company’s common stock issued to employees of the Company. See Note 7 for the issuance of related party options.
| Exercise | Remaining | Intrinsic | ||||||||||||||
| Shares | Price | Life | Value | |||||||||||||
| Outstanding, January 31, 2025 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Expired/Cancelled | ( | ) | - | |||||||||||||
| Exercised | ( | ) | - | |||||||||||||
| Outstanding, January 31, 2026 | ||||||||||||||||
| Granted | ||||||||||||||||
| Expired/Cancelled | ( | ) | - | |||||||||||||
| Exercised | - | |||||||||||||||
| Outstanding- July 31, 2026 | $ | $ | ||||||||||||||
| Exercisable - July 31, 2026 | $ | $ | ||||||||||||||
The following table summarizes additional information relating to the options outstanding as of July 31, 2026.
| Weighted Average | Weighted Average | |||||||||||||||||||||||||
| Range of Exercise | Number | Weighted Average | Exercise Price for Shares | Number | Exercise Price for Shares | Intrinsic | ||||||||||||||||||||
| Prices | Outstanding | Life(Years) | Outstanding | Exercisable | Exercisable | Value | ||||||||||||||||||||
| $ | 1.93 | $ | $ | $ | ||||||||||||||||||||||
| $ | 2.12 | $ | $ | $ | ||||||||||||||||||||||
| $ | 2.37 | $ | $ | $ | ||||||||||||||||||||||
| $ | 2.61 | $ | $ | $ | ||||||||||||||||||||||
| $ | 2.65 | $ | $ | $ | ||||||||||||||||||||||
| $ | 2.75 | $ | $ | $ | ||||||||||||||||||||||
| $ | 2.98 | $ | $ | $ | ||||||||||||||||||||||
| $ | 3.28 | $ | $ | $ | ||||||||||||||||||||||
| $ | 5.47 | $ | $ | $ | ||||||||||||||||||||||
| $ | 5.99 | $ | $ | $ | ||||||||||||||||||||||
| $ | 6.22 | $ | $ | $ | ||||||||||||||||||||||
| $ | 6.84 | $ | $ | $ | ||||||||||||||||||||||
| $ | 6.85 | $ | $ | $ | ||||||||||||||||||||||
| $ | 7.34 | $ | $ | $ | ||||||||||||||||||||||
| $ | 8.07 | $ | $ | $ | ||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||
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| 9. | SEGMENT REPORTING |
We organize and manage our business by the following segments which meet the definition of reportable segments under ASC280-10, Segment Reporting: Sales of Goods and Services. These segments are based on the customer type of products or services provided and are the same as our business units.
| Six Months Ending | Three Months Ending | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net Sales | ||||||||||||||||
| Pocono Pharmaceuticals | $ | $ | $ | $ | ||||||||||||
| 4P Therapeutics | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Pocono Pharmaceuticals | ||||||||||||||||
| 4P Therapeutics | ||||||||||||||||
| Operating Expense | ||||||||||||||||
| Selling, general and administrative - Pocono | ||||||||||||||||
| Pharmaceuticals | ||||||||||||||||
| Selling, general and administrative - 4P Therapeutics | ||||||||||||||||
| Selling, general and administrative - Corporate | ||||||||||||||||
| Goodwill and intangible impairment | ||||||||||||||||
| Research and development - 4P Therapeutics | ||||||||||||||||
| Total | ||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||
| Pocono Pharmaceuticals | $ | $ | $ | $ | ||||||||||||
| Corporate | ||||||||||||||||
| 4P Therapeutics | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere.
| Six Months Ending | Three Months Ending | ||||||||||||||||
| July 31, | July 31, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Net Sales | |||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||
| Outside the United States | |||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| July 31, 2026 | January 31, 2026 | |||||||
| Property and equipment, not of accumulated depreciation | ||||||||
| United States | $ | $ | ||||||
| Outside the United States | ||||||||
| $ | $ | |||||||
18
| 10. | COMMITMENTS AND CONTINGENCIES |
Employment Agreements
The Company entered into three-year employment agreements with Gareth Sheridan, our CEO, and Serguei Melnik, our President, effective February 1, 2022. The agreement also provides that the executives will continue as directors and officers of the Company for the respective terms thereof. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on
The Company entered into a three-year employment agreement with Gerald Goodman, our CFO, effective February 1, 2022. 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 his services to the Company during the term of the agreement, Mr. Goodman will receive an annual salary of $
Kindeva Drug Delivery Agreement
On January 4, 2024, the Company signed a commercial development and clinical supply agreement for their lead product, Aversa Fentanyl, with Kindeva Drug Delivery, L.P. (“Kindeva”). Under this agreement, Kindeva will perform commercial manufacturing process development, manufacturing of clinical supplies for the human abuse liability clinical study, and development of chemistry, manufacturing and controls (CMC) information required by the FDA in support of a New Drug Application (“NDA”). As of July 31, 2026, the Company has incurred expenses of $
19
Lease Agreement
On February 1, 2022, Pocono Pharmaceuticals entered into a lease agreement with Geometric Group, LLC for
Sorrento Therapeutics, Inc. Agreement
On July 25, 2023, 4P Therapeutics assigned its claim under the bankruptcy proceedings from Sorrento Therapeutics Inc. and received proceeds of $
Legal Proceedings
The Company is currently a defendant in a lawsuit initiated by Joseph Gunnar, LLC (“Gunnar”) and Lucosky Brookman LLP (“LB”) in the Supreme Court of the State of New York, New York County, under Index No.654633/2023. The lawsuit alleges multiple allegations such as breach of contract, fraudulent activities, and tortious interference and seeks damages following the Company’s termination of an engagement letter for assistance with a public stock offering. Gunnar is seeking over $
In response, the Company denies all allegations, alleging that the engagement letter was unenforceable, and its termination was legally justified. The Company has also initiated counterclaims against Joseph Gunnar & Co., accusing them of intentional interference and breach of fiduciary duty, and is seeking $
Currently, there are no pending hearings or motions, and the case is in the discovery stage. In early 2024, the plaintiffs proposed a settlement offer of $
Termination Agreement
On February 13, 2026, the Company’s Board of Directors approved the termination immediately of the Company’s agreement for the sale of its subsidiary, Pocono Pharmaceuticals, Inc., to Earth Vision Bio Inc., due to the purchaser’s failure to pay applicable late fees under the purchase agreement for their not closing on the December 31, 2025 closing date under the purchase agreement. The Company received $
| 11. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.
20
RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended January 31, 2026, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Overview
Nutriband Inc. (the “Company”, “Nutriband”, “we” or “us”), was incorporated in Nevada in January 2016. Our primary business is the development of a portfolio of transdermal pharmaceutical products. Our development pipeline primarily consists of transdermal products that are based on our proprietary AVERSA™ abuse deterrent transdermal technology that we believe can be incorporated into existing transdermal patches that contain drugs that are susceptible to abuse and misuse such as opioid and stimulant drugs.
The Company’s revenues are based on providing services through our subsidiaries Pocono Pharmaceuticals operating as Active Intelligence and 4P Therapeutics. Pocono Pharmaceuticals provides contract manufacturing services for health, wellness and over-the-counter pharmaceutical customers and 4P Therapeutics performs contract research and development related services for pharmaceutical and medical devices customers. We manage and evaluate our operations, and report our financial results, through these two separate subsidiaries.
Our principal offices are located in Orlando, Florida, and our subsidiary, Pocono Pharmaceuticals, has a manufacturing facility in Cherryville, North Carolina. We primarily operate and derive most of our revenues in the United States.
Recent Developments
On February 13, 2025, we signed an addendum to the Commercial Development and Clinical Supply Agreement for our lead product, Aversa™ Fentanyl, being developed with our partner, Kindeva Drug Delivery, a leading global contract development and manufacturing organization (CDMO) focused on drug-device combination products. Nutriband and Kindeva have revised their agreement to formalize their exclusive product development partnership and long-term commitment based on shared development costs in exchange for milestone payments. The development work being conducted under this agreement supports the development of Nutriband’s AVERSA™ abuse-deterrent technology in general, which can be utilized to incorporate aversive agents into transdermal patches to prevent the abuse, diversion, misuse, and accidental exposure of drugs with abuse potential including opioids and stimulants.
21
On April 19, 2024, the Company completed an $8,400,000 equity financing with European investors (the “Offering”) of 2,100,000 units (“Units”), at a price of $4.00 per Unit, each Unit consisting of one share of common stock (“Shares”) and a Warrant to purchase two Shares of common stock, the Warrants having an initial exercise price of $6.43, are exercisable by payment of the exercise price in cash only and expire April 19, 2029, five years from the date of issuance (“Warrants”). The Offering was made solely to investors resident outside the United States and was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the exemptions from registration provided in the SEC’s Regulation S and other exemptions under the Securities Act.
Our Business
AVERSA Abuse Deterrent Transdermal Products
Our lead product under development is AVERSA Fentanyl, an abuse deterrent fentanyl transdermal system that combines an approved generic fentanyl patch with our AVERSA abuse deterrent transdermal technology to reduce the abuse and misuse of fentanyl patches. We believe that our AVERSA technology can be broadly applied to various transdermal products, and our plan is to follow the development of AVERSA Fentanyl with the development of additional abuse deterrent transdermal products for pharmaceuticals that have a risk or history of abuse, misuse or accidental exposure. Specifically, we have expanded our development pipeline to include AVERSA Buprenorphine and AVERSA Methylphenidate. In addition, we are developing a portfolio of transdermal pharmaceutical products to deliver already approved drugs or biologics that are typically delivered by injection but with the potential to improve compliance and therapeutic outcomes through transdermal delivery.
In January 2024, we signed a commercial development and clinical supply agreement with Kindeva Drug Delivery, formerly 3M Drug Delivery (“Kindeva”), for the development of AVERSA Fentanyl using Kindeva’s FDA-approved fentanyl patch. This agreement replaced the previous feasibility agreement between the two companies which was focused on establishing the feasibility of incorporating our AVERSA abuse deterrent transdermal technology into Kindeva’s commercial transdermal manufacturing process. The commercial development and clinical supply agreement is focused on developing the commercial manufacturing process for AVERSA Fentanyl.
On November 1, 2021, The Board of Directors adopted the 2021 Employee Stock Option Plan (the “Plan”), and the Plan then adopted provided for an initial 350,000 shares to issue and sell upon the exercise of stock options issued under the Plan.
The Plan provides for an automatic annual increase to be added on February 1 of each year equal to the lesser of (i) 250,000 shares of Common Equity or (ii) five percent (5%) of the total shares of Common Stock outstanding on such date (including for this purpose any shares of Common Stock issuable upon conversion of any outstanding capital equity of the Company) or (iii) such lesser number as determined by the Board. In accordance with the Plan, on February 1, 2022, the Company reserved an additional 233,333 shares and on February 1, 2023, the Company reserved an additional 233,333 shares. On March 20, 2024, our Board of Directors adopted an amendment to the Plan increasing the number of shares of common stock subject to the Plan (as of March 20, 2024, 875,000 shares) to 1,400,000 shares (the “Amendment”). We submitted the Amendment to the Plan to our stockholders for adoption and approval at the 2025 Annual Meeting, and the Amendment was approved by a majority vote of our stockholders. As of September 1, 2026, with the February 1, 2026 automatic increase of shares available for issuance under the Plan, 126,102 shares remain available for issuance of options under the Plan.
On August 5, 2025, the Company issued a preferred stock dividend of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to its shareholders of record July 25, 2025. Each share of Series A Preferred Stock has the par value of $0.001 per share and is convertible at the option of the holder into one share of Common Stock following the date of the approval for commercial sale by the Federal Drug Administration of the Company’s transdermal pharmaceutical products that are based on the Company’s AVERSA™ abuse deterrent technology. The holders of Series A Preferred Stock that do not convert their shares shall be eligible for dividends as declared by the Board of Directors for those holders, and the Series A Preferred is also eligible for dividends declared by the Board of Directors on the class of common stock. In the preferred stock dividend, 3,008,643 shares of the Series A Preferred Stock (including shares of common stock issued to stockholders exercising warrants following the distribution of the dividend) were issued to our stockholders. The fair value of the dividend was $21,814,166.
22
Results of Operations
Three Months Ended July 31, 2026 and 2025
For the three months ending July 31, 2026, we generated revenue of $437,514, and our revenue costs were $255,640, resulting in a gross profit of $182,874. For the three months ending July 31, 2025, we generated revenue of $622,452 and our costs of revenue were $465,571, resulting in a gross profit of $156,881. Our revenue for the three months ending July 31, 2026, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract research and development services from our 4P Therapeutics segment. The revenue from the Pocono Pharmaceuticals segment decreased from the prior year as one of Company’s principal customers moved its operations to Asia. A decrease in demand is expected in the balance of the current year. There were no sales in our 4P Therapeutics segment in the current year due to a shift in focus and the main contract wound down in the prior year. The increase in gross margin is due primarily to higher margins in our sales mix.
For the three months ending July 31, 2026, our selling, general and administrative expenses were $750,317, primarily legal, accounting and compensation expenses compared to $1,597,540 for the three months ending July 31, 2025. The decrease from 2025 is primarily attributable to decreases in compensation-based expenses.
During the three months ending July 31, 2026, the Company incurred research and development expenses of its Aversa Fentanyl product of $322,194, primarily of salaries and development costs from Kindeva as compared to $562,554 for the three months ending July 31, 2025. The decrease is primarily attributable to a reduction in labor costs.
We incurred interest expenses of $4,874 for the three months ending July 31, 2026, as compared to $5,773 for the three months ending July 31, 2025.
Interest income for the three months ending July 31, 2026 was $14,950 as compared to $8,649 for the three months ending July 31, 2025. The increase is primarily due to a decrease in cash used in the Company’s operations.
During the three months ending July 31, 2025, the Company declared a Preferred stock dividend in the amount of $21,814,166.
As a result of the foregoing, we sustained a net loss of $880,561 for the three months ending July 31, 2026, or ($0.07) per share (basic and diluted) compared with a loss of $23,814,166 available to common shareholders or ($2.12) per share (basic and diluted), for the three months ending July 31, 2025.
Six Months Ended July 31, 2026 and 2025
For the six months ending July 31, 2026, we generated revenue of $870,913 and our revenue costs were $492,238, resulting in a gross profit of $378,675. For the six months ending July 31, 2025, we generated revenue of $1,289,884 and our costs of revenue were $881,022, resulting in a gross profit of $408,862. Our revenue for the six months ending July 31, 2026, was derived from our Pocono Pharmaceuticals segment and $-0- from contract research and development services from our 4P Therapeutics segment. For the comparable period in 2025, sales from our Pocono Pharmaceuticals segment was $1,289,884 and $-0- from contract research and development services from our 4P Therapeutics segment. The revenue from the Pocono Pharmaceuticals segment decreased from the prior year as one of the Company’s principal customers moved its operations to Asia. There were no sales in our 4P Therapeutics segment in the current year due to a shift in focus and the main contract wound down in the prior year. The increase in gross margin is due primarily to higher margins in our sales mix.
For the six months ending July 31, 2026, our selling, general and administrative expenses were $1,954,208, primarily legal, accounting and compensation expenses compared to $2,579,592 for the six months ending July 31, 2025. The decrease from 2025 is primarily attributable to decreases equity-based expenses.
During the six months ending July 31, 2026, the Company incurred research and development expenses of its Aversa Fentanyl product of $569,455, primarily of salaries and increases in development costs from Kindeva as compared to $1,245,980 for the six months ending July 31, 2025. The decrease is primarily attributable to a reduction in labor costs.
23
We incurred interest expenses of $9,882 for the six months ending July 31, 2026, as compared to $11,653 for the six months ending July 31, 2025.
Interest income for the six months ending July 31, 2026 was $32,353 as compared to $39,157 for the six months ending July 31, 2025. The decrease is primarily due to cash used in the Company development operations.
During the six months ended July 31, 2025, the Company declared a Preferred stock dividend in the amount of $21,814,166.
As a result of the foregoing, we sustained a net loss of $2,122,517 for the six months ending July 31, 2026, or $(0.17) per share (basic and diluted), compared with a loss of $3,389,206, exclusive of the net loss available to common shareholders of $25,203,372 or $(2.26) per share (basic and diluted) for the six months ending July 31, 2025 after the preferred stock dividend.
Liquidity and Capital Resources
As of July 31, 2026 we had $3,421,615 in cash and cash equivalents and working capital of $2,912,335, as compared with cash and cash equivalents of $4,574,857 and working capital of $4,204,437 as of January 31, 2026.
For the six months ending July 31, 2026, we used cash of $1,148,103 in our operations. The principal adjustments to our net loss of $2,122,517 were depreciation and amortization of $67,503, and the issuance of warrants and options for services in the amount of $772,828.
For the six months ending July 31, 2026, no cash was provided from financing activities.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Critical accounting policies remained relatively consistent from the year ended January 31, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures.
As of the end of period covered by this report, we carried out an evaluation, with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, we concluded that our disclosure controls and procedures are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
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, and excessive reliance on third-party consultants for accounting, financial reporting and related activities. During the past fiscal year, we have added qualified accounting personnel, so the Company does not have to rely on third-party consultants. 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 accounts payable transactions in connection with the entry and categorization of each transaction in the preparation of the Company’s financial statements.
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.
Changes in internal controls over financial reporting.
No changes were made to our internal controls in the quarterly period covered by this report that have materially affected, or are reasonably likely materially to affect, our internal control over financial reporting.
24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
With respect to legal proceedings that arise in the ordinary course of business, when the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated.
The Company is currently a defendant in a lawsuit initiated by Joseph Gunnar, LLC (“Gunnar”) and Lucosky Brookman LLP (“LB”) in the Supreme Court of the State of New York, New York County, under Index No.654633/2023. The lawsuit alleges multiple allegations such as breach of contract, fraudulent activities, and tortious interference and seeks damages following the Company’s termination of an engagement letter for assistance with a public stock offering. Gunnar is seeking over $500,000 in damages plus punitive damages, while LB is demanding reimbursement of legal fees.
In response, the Company denies all allegations, alleging that the engagement letter was unenforceable, and its termination was legally justified. The Company has also initiated counterclaims against Joseph Gunnar & Co., accusing them of intentional interference and breach of fiduciary duty, and is seeking $1,000,000 for each claim along with a declaratory judgment affirming the legality and justification of the termination. The plaintiffs have denied these counterclaims.
Currently, there are no pending hearings or motions, and the case is in the discovery stage. In early 2024, the plaintiffs proposed a settlement offer of $100,000. The Company has not responded to that settlement offer.
ITEM 1A. RISK FACTORS
You should carefully consider the key risks described below together with all of the other information included in this report and our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 29, 2026, before making an investment decision with regard to our securities. The risks set forth below and in our Form 10-K are not the only risks facing us. Additional risks and uncertainties may exist that could also adversely affect our business, prospects or operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or a significant part of your investment.
The United States at the time of this filing is involved with a war with Iran, the outcome of which could result in changes adverse to us in domestic and international markets, including on tariffs and health care and medical products. These changes could affect our promotional activities and our profitability and margins. Additionally, many of the effects and consequences of U.S. and global financial and economic conditions and current stock market trends, which are concentrating on companies in the artificial intelligence development market, could potentially have a material adverse effect on our liquidity and capital resources, including the ability to raise additional capital, if needed, or could otherwise negatively affect our business and financial results.
There is further economic uncertainty concerning economic policies being pursued by the current administration in the United States that may affect the costs and timing of the process of bringing our products to market through approvals with the FDA.
Our operating results could be affected by the current political and economic uncertainties related to the economy of the United States, the domestic pharmaceutical industry and world economies. Future conditions may also adversely affect our pricing strategy, promotional activities and our profitability and margins. Additionally, many of the effects and consequences of U.S. and global financial and economic conditions could potentially have a material adverse effect on our liquidity and capital resources, including the ability to raise additional capital, if needed, or could otherwise negatively affect our business and financial results. Market instability could make it more difficult for us and our suppliers to accurately forecast future product demand trends. Additionally, inflationary factors such as increases in the costs to purchase products, acquire product rights and overhead costs may adversely affect our operating results.
In this economic environment, we are also subject to the risks common to low-revenue start-up enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial and other capital or operating expenditures. Drug development companies typically incur substantial losses during the product development and FDA testing phase of the business and do not generate revenues until after the drug has received FDA approval, which cannot be assured, and until the company has started to sell the product. We can give no assurance that we can or will ever be successful in achieving profitability and the likelihood of our success must be considered in light of our early stage of operations. We cannot assure you that we will be able to operate profitably or generate positive cash flow. If we cannot achieve profitability, we may be forced to cease operations and you may suffer a total loss of your investment.
25
Because we do not have a product we can market in the United States, we cannot predict when or whether we will operate profitably.
We have not completed the development of our lead product, which is our abuse deterrent fentanyl transdermal system, and we do not have any product that we can market in the United States. Because of the numerous risks and uncertainties associated with product development, we cannot assure you that we will be able to develop and market any products or achieve or attain profitability. If we are able to obtain financing for our operations, we expect that we will incur substantial expenses as we continue with our product development and clinical trials. Further, if we are required by applicable regulatory authorities, including the FDA as well as the comparable regulatory agencies in other countries in which we may seek to market product, to perform studies in addition to those we currently anticipate, our expenses will increase beyond expectations and the timing of any potential product approval may be delayed. As a result, we could continue to incur substantial losses and negative cash flow as long as these negative factors continue in effect.
A number of factors, including, but not limited to the following, may affect our ability to develop our business and operate profitably:
| ● | our ability to obtain necessary funding to develop our proposed products; |
| ● | the success of clinical trials for our products; |
| ● | our ability to obtain FDA approval for us to market any proposed product in our pipeline in the United States; |
| ● | any delays in regulatory review and approval of product in development; |
| ● | if we obtain FDA approval to market our product, our ability to establish manufacturing and distribution operations or entering into manufacturing and distribution agreements with qualified third parties; |
| ● | market acceptance of our products; |
| ● | our ability to establish an effective sales and marketing infrastructure; |
| ● | our ability to protect our intellectual property; |
| ● | competition from existing products or new products that may emerge; |
| ● | potential product liability claims and adverse events; |
| ● | our ability to adequately support future growth; and |
| ● | our ability to attract and retain key personnel to manage our business effectively. |
Our stock price has been and is likely to continue to be volatile and you may not be able to resell shares of our common stock at or above the price you paid, if at all.
The trading price of our common stock has experienced fluctuations due to the factors discussed in these risk factors. In addition, the stock market in general has, and the NASDAQ Capital Market and technology companies in particular have, experienced extreme price and volume fluctuations. These trading prices and valuations may not be sustainable. These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against companies (primarily those that are larger than us) that experienced such volatility. This type of litigation, if instituted against us, regardless of its outcome, could result in substantial costs and a diversion of our management’s attention and resources.
26
Stockholders may experience significant dilution as a result of future equity offerings and other issuances of our common stock or other securities.
We will need to raise substantial funds in order to develop our products. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may be based on a discount from market at the time of issuance. Stockholders will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our present and future stock incentive programs. In addition, the sale of shares and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.
The drug delivery industry is subject to rapid technological change, and our failure to keep up with technological developments may impair our ability to market our products.
Our products use technology which we developed for the transdermal delivery of drugs. The field of drug delivery is subject to rapid technological changes. Our future success will depend upon our ability to keep abreast of the latest developments in the industry and to keep pace with advances in technology and changing customer requirements. If we cannot keep pace with such changes and advances, our proposed products could be rendered obsolete, which would result in our having to cease its operations.
ITEM 5.
ITEM 6. EXHIBITS.
Exhibit Number | Description of Exhibits | |
| 31.1 | Section 302 Certification of Chief Executive Officer. | |
| 31.2 | Section 302 Certification of Chief Financial Officer. | |
| 32.1 | Section 906 Certification of Chief Executive Officer. | |
| 32.2 | Section 906 Certification of Chief Financial Officer. | |
| 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). |
27
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NUTRIBAND INC. | ||
| September 4, 2026 | By: | /s/ Gareth Sheridan |
| Gareth Sheridan, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| September 4, 2026 | By: | /s/ Gerald Goodman |
| Gerald Goodman, Chief Financial Officer | ||
| (Principal Financial Officer) | ||
28
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
I, Gareth Sheridan, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nutriband Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting; |
| DATE: September 4, 2026 | /s/ Gareth Sheridan |
| Gareth Sheridan, Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
I, Gerald Goodman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nutriband Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting; |
| DATE September 4, 2026 | /s/ Gerald Goodman |
| Gerald Goodman, Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Nutriband Inc. (the “Company”) on Form 10-Q for the three and six months ended July 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gareth Sheridan, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Gareth Sheridan | |
| Gareth Sheridan, Chief Executive Officer |
September 4, 2026
The foregoing certification is not filed with the Securities and Exchange Commission as part of the Form 10-Q or as a separate disclosure document and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespectively of any general incorporation language contained in such filing.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Nutriband Inc. (the “Company”) on Form 10-Q for the three and six months ended July 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald Goodman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Gerald Goodman |
September 4, 2026
The foregoing certification is not filed with the Securities and Exchange Commission as part of the Form 10-Q or as a separate disclosure document and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespectively of any general incorporation language contained in such filing.