As filed with the Securities and Exchange Commission on May 10, 2023

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Nutriband Inc.

(Exact name of registrant as specified in its charter)

Nevada		2834		81-1118176
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

121 South Orange Ave., Suite 1500

Orlando, Florida 32801

(407) 377-6695

(Address and telephone number of principal executive offices)

Gareth Sheridan, Chief Executive Officer

Nutriband Inc.

121 South Orange Ave., Suite 1500

Orlando, Florida 32801

(407) 377-6695

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael Paige

Michael Paige Law PLLC

2300 N Street, NW, Suite 300

Washington, DC 20037

(202) 363-4791

Fax: (202) 457-1678

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:

As soon as practicable after this registration statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 to Section 7(a)(2)(B) of the Securities Act. ☒

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED MAY 9, 2023

[*] Shares of Common Stock

Nutriband Inc.

We are offering [*] shares of common stock, par value $0.001 per share (the “Shares”). The public offering price per share of common stock will be determined by us at the time of pricing and may be at a discount to the current market price. The assumed offering price used throughout this prospectus may not be indicative of the final offering price. All of the shares included in this offering are being sold by us.

We have granted the underwriters an option to purchase up to an additional [*] Shares.

Our common stock is traded on the NASDAQ Capital Market under the symbol “NTRB. On May 8, 2023, the last reported sale price of our common stock was $3.415 per share.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors” and “Prospectus Summary —Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Price to the public	$	$	4,000,000
Underwriting discounts and commissions	$	$	280,000
Proceeds to us (before expenses)⁽¹⁾⁽²⁾	$	$	3,720,000

(1)

The public offering price and underwriting discount and commissions in respect of each Share corresponds to the public offering price per share of common stock of $[*].

(2)

Does not include (i)a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriters, or the reimbursement of certain expenses of the underwriters, or (ii) common stock purchase warrants issuable to the underwriters to purchase that number of shares of common stock equal to 5% of the number of Shares sold in the offering at a price per shares equal to the price at which Shares are sold in the offering . We refer you to “Underwriting” beginning on page 60 of this prospectus for additional information regarding underwriting compensation.

We have granted the underwriters the option for a period of 45 days to purchase up to an additional [*] shares of common stock (equal to 15% of the number of shares of common stock sold in the offering) from us at the public offering price per share of common stock, less underwriting discounts and commissions, solely to cover over-allotments, if any.

The underwriters expect to deliver the shares of common stock to purchasers in the offering against payment on [*], 2023.

Sole Book-Runner

JOSEPH GUNNAR & CO., LLC

The date of this prospectus is , 2023.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Offering	5
Selected Consolidated Financial Data	6
Risk Factors	7
Use of Proceeds	29
Dividend Policy	29
Capitalization	30
Market for Common Stock and Related Stockholder Matters	30
Dilution	31
Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Business	38
Management	47
Executive Compensation	52
Principal Stockholders
Certain Relationships and Related Party Transactions	55
Description of Securities	56
Shares Eligible for Future Sale	59
Underwriting	60
Legal Matters	64
Experts	64
Interests of Named Experts and Counsel	64
Where You Can Find More Information	64
Inde

SEC Form S-1 filed by Nutriband Inc.