UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2026
or
☐ TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-40854
NUTRIBAND INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 81-1118176 |
(State or other jurisdiction of
Incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| 121 South Orange Ave., Suite 1500, Orlando, FL | | 32801 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (407) 377-6695
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | NTRB | | The Nasdaq Stock Market LLC |
| Warrants | | NTRBW | | The Nasdaq Stock Market LLC |
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. ☐
Note - Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant
(1) 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. Yes ☒ No ☐
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 and post such files).
Yes ☒ No ☐
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 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 | ☐ |
| Non-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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
* * *
EXPLANATORY NOTE
NUTRIBAND EXECUTIVE CLAWBACK POLICY
The Company is filing this Amendment No. 1 to
its Form 10-K for the fiscal year ended January 31, 2026 (the “2026 10-K”) to file the Policy Relating to Recovery of Erroneously
Awarded Compensation (the ‘Clawback Policy’) as Exhibit 97.1 to the 2026 10-K, which was omitted from the original filing.
The Company adopted the Clawback Policy on January 24, 2026, in compliance with applicable NASDAQ listing standards and SEC Rule 10D-1,
but failed to include the policy as an exhibit in the original filing of the 2026 10-K. This
Amendment to Item 15 of the Company’s 2026 10-K does not reflect events occurring after the filing of the original 2026
10-K or modify or update the disclosure contained therein in any way other than to reflect
the adoption of the Clawback Policy.
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) |
| 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, 202420 |
| 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.* |
| 97.1 |
|
Executive Compensation Clawback Policy†* |
| 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. |
| (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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 18, 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 |
|
May 18, 2026 |
| Gareth Sheridan |
|
|
|
|
| |
|
|
|
|
| /s/ Serguei Melnik |
|
Director |
|
May 18, 2026 |
| Serguei Melnik |
|
|
|
|
| |
|
|
|
|
|
|
Director |
|
|
| Sergei Glinka |
|
|
|
|
| |
|
|
|
|
| /s/ Radu Bujoreanu |
|
Director |
|
May 18, 2026 |
| Radu Bujoreanu |
|
|
|
|
| |
|
|
|
|
| /s/ Mark Hamilton |
|
Director |
|
May 18, 2026 |
| Mark Hamilton |
|
|
|
|
| |
|
|
|
|
| /s/ Stefani Mancas |
|
Director |
|
May 18, 2026 |
| Stefani Mancas |
|
|
|
|
| |
|
|
|
|
| /s/ Irina Gram |
|
Director |
|
May 18, 2026 |
| Irina Gram |
|
|
|
|
| |
|
|
|
|
|
|
Director |
|
|
| Viorica Carlig |
|
|
|
|
| |
|
|
|
|
|
|
Director |
|
|
| Alessandro Pudu |
|
|
|
|
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