UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-55654

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)

(407) 377-6695

(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
Common Stock	NTRB	The Nasdaq Stock Market LLC
Warrants	NTRBW	The Nasdaq Stock Market LLC

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. 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 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 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	☐
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 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 11,096,185 shares as of September 3, 2024

NUTRIBAND INC.

INDEX

		Page No.
Part I: Financial Information		1

Item 1	Financial Statements	1
	Condensed Consolidated Balance Sheets as of July 31, 2024 (unaudited) and January 31, 2024.	2
	Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2024 (unaudited),	3
	Consolidated Statements of Stockholders’ Equity for the six months ended July 31, 2024, and 2023 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three and six months ended July 31, 2024, and 2023 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4	Controls and Procedures	31

Part II: Other Information		32

Item 1.	Legal Proceedings	32

Item 1A	Risk Factors	32

Item 6	Exhibits	35

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, 2024, and 2023 are not necessarily indicative of the results for the entire fiscal year or for any other period.

NUTRIBAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31,			January 31,
	2024			2024
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	6,759,967		$	492,942
Accounts receivable		68,011			148,649
Inventory		223,860			168,605
Prepaid expenses		196,235			211,667
Total Current Assets		7,248,073			1,021,863

PROPERTY & EQUIPMENT-net		737,534			774,924

OTHER ASSETS:
Goodwill		5,021,713			5,021,713
Operating lease right of use asset		15,684			31,374
Intangible assets-net		610,705			667,280

TOTAL ASSETS	$	13,633,709		$	7,517,154

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	778,827		$	680,132
Deferred revenue		179,576			157,502
Operating lease liability-current portion		17,528			34,276
Notes payable-current portion		127,659			127,183
Total Current Liabilities		1,103,590			999,093

LONG-TERM LIABILITIES:
Note payable-net of current portion		69,133			79,826
Total Liabilities		1,172,723			1,078,919

Commitments and Contingencies		-			-

STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value, 10,000,000 shares authorized, -0- outstanding		-			-
Common stock, $.001 par value, 291,666,666 shares authorized; 11,106,185 and 8,869,870 shares issued at July 31, 2024 and January 31,2024, respectively, 11,096,105 and 8,859,870 shares outstanding as of July 31, 2024 and January 31, 2024, resectively		11,096			8,860
Additional paid-in-capital		44,066,396			34,442,339
Accumulated other comprehensive loss		(304	)		(304	)
Treasury stock, 10,000 and 10,000 shares at cost, respectively		(32,641	)		(32,641	)
Accumulated deficit		(31,583,561	)		(27,980,019	)
Total Stockholders’ Equity		12,460,986			6,438,235

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	13,633,709		$	7,517,154

See notes to unaudited consolidated financial statements

NUTRIBAND INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	July 31,						July 31,
	2024			2023			2024			2023

Revenue	$	442,830		$	655,928		$	851,362		$	1,132,860

Costs and expenses:
Cost of revenues		341,272			356,256			585,018			610,904
Research and development		773,975			445,122			1,748,510			845,552
Selling, general and administrative		737,325			678,738			1,817,053			1,518,470
Total Costs and Expenses		1,852,572			1,480,116			4,150,581			2,974,926

Loss from operations		(1,409,742	)		(824,188	)		(3,299,219	)		(1,842,066	)

Other income (expense):
Interest income		77,332			4,250			77,350			10,065
Loss on extinguishment of debt		(368,036	)					(368,036	)
Interest expense		(5,019	)		(9,235	)		(13,637	)		(12,401	)
Total other income (expense)		(295,723	)		(4,985	)		(304,323	)		(2,336	)

Loss before provision for income taxes		(1,705,465	)		(829,173	)		(3,603,542	)		(1,844,402	)

Provision for income taxes		-			-			-			-

Net loss	$	(1,705,465	)	$	(829,173	)	$	(3,603,542	)	$	(1,844,402	)

Net loss per share of common stock - basic and diluted	$	(0.15	)	$	(0.11	)	$	(0.36	)	$	(0.24	)

Weighted average shares of common stock outstanding - basic and diluted		11,061,725			7,833,150			10,111,357			7,833,150

See notes to unaudited consolidated financial statements

NUTRIBAND INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended July 31, 2024

											Accumulated
				Common Stock				Additional			Other
				Number of				Paid In			Comprehensive			Accumulated			Treasury
	Total			shares		Amount		Capital			Income(Loss)			Deficit			Stock
Balance, February 1, 2024	$	6,438,235			8,859,870	$	8,860	$	34,442,339		$	(304	)	$	(27,980,019	)	$	(32,641	)

Options issued for services		553,335			-		-		553,335			-			-			-

Proceeds from sale of common stock and warrants		8,400,000			2,100,000		2,100		8,397,900			-			-			-

Common stock and warrants issued for conversion of debt		672,958			76,230		76		672,882

Cashless exercise of warrants		-			60,085		60		(60	)

Net loss for the six months ended July 31, 2024		(3,603,542	)		-		-		-			-			(3,603,542	)		-

Balance, July 31, 2024	$	12,460,986			11,096,185	$	11,096	$	44,066,396		$	(304	)	$	(31,583,561	)	$	(32,641	)

Six Months Ended July 31, 2023

										Accumulated
				Common Stock				Additional		Other
				Number of				Paid In		Comprehensive			Accumulated			Treasury
	Total			shares		Amount		Capital		Income(Loss)			Deficit			Stock
Balance, February 1, 2023	$	8,572,990			7,833,150	$	7,833	$	31,092,807	$	(304	)	$	(22,494,705	)	$	(32,641	)

Warrants issued for services		87,090			-		-		87,090		-			-			-

Options issued for services		75,030			-		-		75,030		-			-			-

Net loss for the six months ended July 31, 2023		(1,844,402	)		-		-		-		-			(1,844,402	)		-

Balance, July 31, 2023	$	6,890,708			7,833,150	$	7,833	$	31,254,927	$	(304	)	$	(24,339,107	)	$	(32,641	)

Three Months Ended July 31, 2024

											Accumulated
				Common Stock				Additional			Other
				Number of				Paid In			Comprehensive			Accumulated			Treasury
	Total			shares		Amount		Capital			Income(Loss)			Deficit			Stock
Balance, May 1, 2024	$	13,363,113			10,959,870	$	10,960	$	43,263,194		$	(304	)	$	(29,878,096	)	$	(32,641	)

Options issued for services		130,380			-		-		130,380			-			-			-

Common stock and warrants issued for conversion of debt		672,958			76,230		76		672,882			-			-			-

Cashless exercise of warrants		-			60,085		60		(60	)

Net loss for the three months ended July 31, 2024		(1,705,465	)		-		-		-			-			(1,705,465	)		-

SEC Form 10-Q filed by Nutriband Inc.