Nutriband, Inc. held its 2026 Annual Meeting of Stockholders on January 24, 2026, where shareholders elected seven directors to one-year terms and ratified Sadler, Gibb & Associates, LLC as independent auditor for 2025.
Stockholders also approved an amendment to the Articles of Incorporation increasing authorized preferred stock from 10,000,000 to 20,000,000 shares, and supported the advisory “say on pay” vote for executive compensation. In an advisory vote on frequency, shareholders favored holding the say-on-pay vote every one year.
After the meeting, the Board appointed two new directors, Alessandro Puddu, an Italian Chartered Accountant and Statutory Auditor with extensive audit and corporate advisory experience, and Viorica Carlig, a manager in the aircraft services industry with significant management, growth, and regulatory compliance experience and advanced degrees in economics, business, law, and commerce.
Nutriband Inc. reported continued operating losses and liquidity activity for the six months ended July 31, 2025. The company recorded a net loss of $3,416,710 for the six-month period and used $2,650,313 of cash from operations. Total goodwill remained $1,719,535. Inventory was $138,031 (work-in-process $8,061; finished goods $8,042; raw materials $121,477). The company completed an $8,400,000 equity financing on April 19, 2024 and received $5,305,503 from warrant exercises during the six months ended July 31, 2025. A related-party credit line facility of $5,000,000 (originally $2,000,000) is available; advances bear 7% interest and are due March 19, 2026. The company has operating losses since inception and relies on equity sales and debt to fund operations.
Nutriband Inc. reported recent exercises of its outstanding stock options and warrants for the period from February 1 through July 31, 2025. Holders exercised stock options covering 20,055 shares of common stock for a total exercise price of $44,206.
During the same period, holders of the company’s publicly traded warrants (trading under symbol NTRBW) exercised warrants to purchase 47,076 shares of common stock for a total purchase price of $302,699. In addition, private investors exercised warrants to purchase 778,041 shares of common stock, generating a total exercise price of $5,002,804.
Form 8-K highlights
On 5 Aug 2025 Nutriband (Nasdaq: NTRB) completed a stock dividend of 3,008,643 Series A Convertible Preferred shares, issuing one preferred share for every four common shares held as of 25 Jul 2025 (fractions rounded down). The distribution is treated as an unregistered sale under Item 3.02.
Item 5.03 notes that the board, without shareholder vote, amended the Articles of Incorporation on 9 Jul 2025 to create the Series A non-voting preferred class (par $0.001). Authorised shares were first set at 2.79 m and later increased to 10 m via a Certificate of Correction filed 21 Jul 2025.
The preferred shares will convert 1-for-1 into common stock only after FDA approval of AVERSA-based transdermal products. Until conversion eligibility and SEC/Nasdaq registration are complete, the shares are restricted and held by transfer agent Equiniti. Holders may receive dividends declared on either preferred or common stock. Exhibits 3.1D and 3.1E contain the charter amendment and correction.
Nutriband Inc. (Nasdaq: NTRB/NTRBW) has filed Post-Effective Amendment No. 6 to its Form S-1 to keep current the registration of 957,980 unexercised IPO warrants issued on October 1, 2021. Each warrant is immediately exercisable at $6.43 per share and expires on October 1, 2026. The filing enables the company to continue issuing registered common shares to warrant holders, or to honor cashless exercises if a registration statement is not effective.
Key highlights:
- Outstanding warrants: 957,980
- Warrants already exercised: 458,820, generating net proceeds of $2,954,561
- Exercise price: $6.43 per share (in-the-money versus the June 18, 2025 closing price of $7.79)
- Expiry date: Five years from original issuance, October 1, 2026
- Potential dilution: Up to 957,980 additional common shares if all remaining warrants are exercised
- Risk disclosure: Extensive FDA approval, manufacturing and distribution risks highlighted beginning on page 4
The company reiterates that it qualifies as a non-accelerated filer, smaller reporting company and emerging growth company, and it has elected to use the extended transition period for new accounting standards. Proceeds from any future warrant exercises would provide additional, non-dilutive (cash) financing, but existing shareholders face dilution upon share issuance. No new financial statements or earnings data are included in this amendment.