{"url_path":"/sec/ntrb/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1676047/0001213900-26-067840-index.html","accession_number":"0001213900-26-067840","cik":"0001676047","ticker":"NTRB","issuer_name":"NutriBand Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1676047/0001213900-26-067840-index.html","primary_entity_key":"0001676047","primary_entity_name":"NutriBand Inc."},"word_count":1412,"has_tables":true,"body_markdown":"ITEM 1A. RISK FACTORS\n\n \n\n*You should carefully consider the key risks\ndescribed below together with all of the other information included in this report and our Annual Report on Form 10-K, filed with the\nSecurities and Exchange Commission on April 29, 2026, before making an investment decision with regard to our securities. The risks set\nforth below and in our Form 10-K are not the only risks facing us. Additional risks and uncertainties may exist that could also adversely\naffect our business, prospects or operations. If any of the following risks actually occurs, our business, financial condition or results\nof operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or a significant\npart of your investment.*\n\n \n\nThe United States at the time of this filing is\ninvolved with a war with Iran, the outcome of which could result in changes adverse to us in domestic and international markets, including\non tariffs and health care and medical products. These changes could affect our promotional activities and our profitability and margins.\nAdditionally, many of the effects and consequences of U.S. and global financial and economic conditions and current stock market trends,\nwhich are concentrating on companies in the artificial intelligence development market, could potentially have a material adverse effect\non our liquidity and capital resources, including the ability to raise additional capital, if needed, or could otherwise negatively affect\nour business and financial results.\n\n \n\nThere is further economic uncertainty\nconcerning economic policies being pursued by the current administration in the United States that may affect the costs and timing\nof the process of bringing our products to market through approvals with the FDA.\n\n \n\nOur operating results could be affected by the\ncurrent political and economic uncertainties related to the economy of the United States, the domestic pharmaceutical industry and world\neconomies. Future conditions may also adversely affect our pricing strategy, promotional activities and our profitability and margins.\nAdditionally, many of the effects and consequences of U.S. and global financial and economic conditions could potentially have a material\nadverse effect on our liquidity and capital resources, including the ability to raise additional capital, if needed, or could otherwise\nnegatively affect our business and financial results. Market instability could make it more difficult for us and our suppliers to accurately\nforecast future product demand trends. Additionally, inflationary factors such as increases in the costs to purchase products, acquire\nproduct rights and overhead costs may adversely affect our operating results.\n\n \n\nIn this economic environment, we are also subject\nto the risks common to low-revenue start-up enterprises, including, among other factors, undercapitalization, cash shortages, limitations\nwith respect to personnel, financial and other capital or operating expenditures. Drug development companies typically incur substantial\nlosses during the product development and FDA testing phase of the business and do not generate revenues until after the drug has received\nFDA approval, which cannot be assured, and until the company has started to sell the product. We can give no assurance that we can or\nwill ever be successful in achieving profitability and the likelihood of our success must be considered in light of our early stage of\noperations. We cannot assure you that we will be able to operate profitably or generate positive cash flow. If we cannot achieve profitability,\nwe may be forced to cease operations and you may suffer a total loss of your investment.\n\n \n\n22\n\n \n\n \n\n*Because we do not have a product we can\nmarket in the United States, we cannot predict when or whether we will operate profitably.*\n\n \n\nWe have not completed the development of our lead\nproduct, which is our abuse deterrent fentanyl transdermal system, and we do not have any product that we can market in the United States.\nBecause of the numerous risks and uncertainties associated with product development, we cannot assure you that we will be able to develop\nand market any products or achieve or attain profitability. If we are able to obtain financing for our operations, we expect that we will\nincur substantial expenses as we continue with our product development and clinical trials. Further, if we are required by applicable\nregulatory authorities, including the FDA as well as the comparable regulatory agencies in other countries in which we may seek to market\nproduct, to perform studies in addition to those we currently anticipate, our expenses will increase beyond expectations and the timing\nof any potential product approval may be delayed. As a result, we could continue to incur substantial losses and negative cash flow as\nlong as these negative factors continue in effect.\n\n \n\nA number of factors, including, but not limited\nto the following, may affect our ability to develop our business and operate profitably:\n\n \n\n \n●\nour ability to obtain necessary funding to develop our proposed products;\n\n \n\n \n●\nthe success of clinical trials for our products;\n\n  \n\n \n●\nour ability to obtain FDA approval for us to market any proposed product in our pipeline in the United States;\n\n \n\n \n●\nany delays in regulatory review and approval of product in development;\n\n \n\n \n●\nif 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;\n\n \n\n \n●\nmarket acceptance of our products;\n\n \n\n \n●\nour ability to establish an effective sales and marketing infrastructure;\n\n \n\n \n●\nour ability to protect our intellectual property;\n\n \n\n \n●\ncompetition from existing products or new products that may emerge;\n\n \n\n \n●\npotential product liability claims and adverse events;\n\n \n\n \n●\nour ability to adequately support future growth; and\n\n \n\n \n●\nour ability to attract and retain key personnel to manage our business effectively.\n\n \n\nOur stock price has been and is likely to continue\nto 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.\n\n \n\nThe trading price of our common stock has experienced\nfluctuations due to the factors discussed in these risk factors. In addition, the stock market in general has, and the NASDAQ Capital\nMarket and technology companies in particular have, experienced extreme price and volume fluctuations. These trading prices and valuations\nmay not be sustainable. These broad market and industry factors may decrease the market price of our common stock, regardless of our actual\noperating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s\nsecurities, securities class action litigation has often been instituted against companies (primarily those that are larger than us) that\nexperienced such volatility. This type of litigation, if instituted against us, regardless of its outcome, could result in substantial\ncosts and a diversion of our management’s attention and resources.\n\n \n\n23\n\n \n\n \n\n*Stockholders may experience significant\ndilution as a result of future equity offerings and other issuances of our common stock or other securities.*\n\n \n\nWe will need to raise substantial funds in order\nto develop our products. In order to raise additional capital, we may in the future offer additional shares of our common stock or other\nsecurities convertible into or exchangeable for our common stock at prices that may be based on a discount from market at the time of\nissuance. Stockholders will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of\ncommon stock under our present and future stock incentive programs. In addition, the sale of shares and any future sales of a substantial\nnumber of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price\nof our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those\nshares of common stock for sale will have on the market price of our common stock.\n\n \n\n*The drug delivery industry is subject to\nrapid technological change, and our failure to keep up with technological developments may impair our ability to market our products.*\n\n \n\nOur products use technology which we developed\nfor the transdermal delivery of drugs. The field of drug delivery is subject to rapid technological changes. Our future success will depend\nupon our ability to keep abreast of the latest developments in the industry and to keep pace with advances in technology and changing\ncustomer requirements. If we cannot keep pace with such changes and advances, our proposed products could be rendered obsolete, which\nwould result in our having to cease its operations."}