{"url_path":"/sec/ntrb/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS","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":1957,"has_tables":true,"body_markdown":"ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS\nOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n\n \n\nFORWARD LOOKING STATEMENTS\n\n \n\nThis report contains forward-looking statements\nregarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,”\n“intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions\nor variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means\nof identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking\nstatements.\n\n \n\nAlthough forward-looking statements in this report\nreflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently,\nforward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from\nthe results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such\ndifferences in results and outcomes include, without limitation, those specifically addressed under the headings “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended January\n31, 2026, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q\nand information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking\nstatements, which speak only as of the date of this report.\n\n \n\nWe undertake no obligation to revise or update\nany forward-looking statements to reflect any event or circumstance that may arise after the date of this report, except as required by\nlaw. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report,\nwhich are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of\noperations and prospects.\n\n \n\nOverview\n\n \n\nNutriband Inc. (the “Company”, “Nutriband”,\n“we” or “us”), was incorporated in Nevada in January 2016. Our primary business is the development of a portfolio\nof transdermal pharmaceutical products. Our development pipeline primarily consists of transdermal products that are based on our proprietary\nAVERSA™ abuse deterrent transdermal technology that we believe can be incorporated into existing transdermal patches\nthat contain drugs that are susceptible to abuse and misuse such as opioid and stimulant drugs.\n\n \n\nThe Company’s revenues are based on providing\nservices through our subsidiaries Pocono Pharmaceuticals operating as Active Intelligence and 4P Therapeutics. Pocono Pharmaceuticals\nprovides contract manufacturing services for health, wellness and over-the-counter pharmaceutical customers and 4P Therapeutics performs\ncontract research and development related services for pharmaceutical and medical devices customers. We manage and evaluate our operations,\nand report our financial results, through these two separate subsidiaries.\n\n \n\nOur principal offices are located in Orlando,\nFlorida, and our subsidiary, Pocono Pharmaceuticals, has a manufacturing facility in Cherryville, North Carolina. We primarily operate\nand derive most of our revenues in the United States.\n\n \n\nRecent Developments\n\n \n\nOn February 13, 2025, we signed an addendum to\nthe Commercial Development and Clinical Supply Agreement for our lead product, Aversa™ Fentanyl, being developed with our partner,\nKindeva Drug Delivery, a leading global contract development and manufacturing organization (CDMO) focused on drug-device combination\nproducts.  Nutriband and Kindeva have revised their agreement to formalize their exclusive product development partnership and long-term\ncommitment based on shared development costs in exchange for milestone payments. The development work being conducted under this agreement\nsupports the development of Nutriband’s AVERSA™ abuse-deterrent technology in general, which can be utilized to incorporate\naversive agents into transdermal patches to prevent the abuse, diversion, misuse, and accidental exposure of drugs with abuse potential\nincluding opioids and stimulants.\n\n \n\n18\n\n \n\n \n\nOn April 19, 2024, the Company completed an $8,400,000\nequity financing with European investors (the “Offering”) of 2,100,000 units (“Units”), at a price of $4.00 per\nUnit, each Unit consisting of one share of common stock (“Shares”) and a Warrant to purchase two Shares of common stock, the\nWarrants having an initial exercise price of $6.43, are exercisable by payment of the exercise price in cash only and expire April 19,\n2029, five years from the date of issuance (“Warrants”). The Offering was made solely to investors resident outside the United\nStates and was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws\nof any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the exemptions\nfrom registration provided in the SEC’s Regulation S and other exemptions under the Securities Act.\n\n \n\nOur Business\n\n \n\nAVERSA Abuse Deterrent Transdermal Products\n\n \n\nOur lead product under development is AVERSA Fentanyl,\nan abuse deterrent fentanyl transdermal system that combines an approved generic fentanyl patch with our AVERSA abuse deterrent transdermal\ntechnology to reduce the abuse and misuse of fentanyl patches. We believe that our AVERSA technology can be broadly applied to various\ntransdermal products, and our plan is to follow the development of AVERSA Fentanyl with the development of additional abuse deterrent\ntransdermal products for pharmaceuticals that have a risk or history of abuse, misuse or accidental exposure. Specifically, we have expanded\nour development pipeline to include AVERSA Buprenorphine and AVERSA Methylphenidate. In addition, we are developing a portfolio of transdermal\npharmaceutical products to deliver already approved drugs or biologics that are typically delivered by injection but with the potential\nto improve compliance and therapeutic outcomes through transdermal delivery.\n\n \n\nIn January 2024, we signed a commercial development\nand clinical supply agreement with Kindeva Drug Delivery, formerly 3M Drug Delivery (“Kindeva”), for the development of AVERSA\nFentanyl using Kindeva’s FDA-approved fentanyl patch. This agreement replaced the previous feasibility agreement between the two\ncompanies which was focused on establishing the feasibility of incorporating our AVERSA abuse deterrent transdermal technology into Kindeva’s\ncommercial transdermal manufacturing process. The commercial development and clinical supply agreement is focused on developing the commercial\nmanufacturing process for AVERSA Fentanyl.\n\n \n\nOn November 1, 2021, The Board of Directors adopted\nthe 2021 Employee Stock Option Plan (the “Plan”), and the Plan then adopted provided for an initial 350,000 shares to\nissue and sell upon the exercise of stock options issued under the Plan.\n\n \n\nThe Plan provides for an automatic annual increase\nto be added on February 1 of each year equal to the lesser of (i) 250,000 shares of Common Equity or (ii) five percent\n(5%) of the total shares of Common Stock outstanding on such date (including for this purpose any shares of Common Stock issuable\nupon conversion of any outstanding capital equity of the Company) or (iii) such lesser number as determined by the Board. In accordance\nwith the Plan, on February 1, 2022, the Company reserved an additional 233,333 shares and on February 1, 2023, the Company reserved an\nadditional 233,333 shares. On March 20, 2024, our Board of Directors adopted an amendment to the Plan increasing the number of shares\nof common stock subject to the Plan (as of March 20, 2024, 875,000 shares) to 1,400,000 shares (the “Amendment”). We submitted\nthe Amendment to the Plan to our stockholders for adoption and approval at the 2025 Annual Meeting, and the Amendment was approved by\na majority vote of our stockholders. As of June 15, 2026, with the February 1, 2026 automatic increase of shares available for issuance\nunder the Plan, 336,102 shares remain available for issuance of options under the Plan.\n\n \n\nOn August 5, 2025, the Company issued a preferred\nstock dividend of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to its shareholders of record\nJuly 25, 2025. Each share of Series A Preferred Stock has the par value of $0.001 per share and is is convertible at the option of the\nholder into one share of Common Stock following the date of the approval for commercial sale by the Federal Drug Administration of the\nCompany’s transdermal pharmaceutical products that are based on the Company’s AVERSA™ abuse deterrent t technology.\nThe holders of Series A Preferred Stock that do not convert their shares shall be eligible for dividends as declared by the Board of Directors\nfor those holders, and the Series A Preferred is also eligible for dividends declared by the Board of Directors on the class of common\nstock. In the preferred stock dividend, 3,008,643 shares of the Series A Preferred Stock (including shares of common stock issued to stockholders\nexercising warrants following the distribution of the dividend) were issued to our stockholders. The fair value of the dividend was $21,814,166.\n\n \n\n19\n\n \n\n  \n\nResults of Operations\n\n \n\nThree Months Ended April 30, 2026 and 2025\n\n \n\nFor the three months ending April 30, 2026, we\ngenerated revenue of $433,399 and our revenue costs were $236,598, resulting in a gross profit of $196,801. For the three months ending\nApril 30, 2025, we generated revenue of $667,432 and our costs of revenue were $415,451, resulting in a gross profit of $251,981. Our\nrevenue for the three months ending April 30, 2026, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract\nresearch and development services from our 4P Therapeutics segment. The revenue from the Pocono Pharmaceuticals segment decreased from\nthe prior year as one of the Company’s principal customers moved their operations to Asia. A decrease in demand is expected in\nthe balance of the current year. There were no sales in our 4P Therapeutics segment in the current year due to a shift in focus and the\nmain contract wound down in the prior year. The increase in gross margin is due primarily to higher margins in our sales mix.\n\n \n\nFor the three months ending April 30, 2026, our\nselling, general and administrative expenses were $1,203,891, primarily legal, accounting and compensation expenses compared to $982,052\nfor the three months ending April 30, 2025. The increase from 2025 is primarily attributable to increases in compensation-based expenses.\n\n \n\nDuring the three months ending April 30, 2026,\nthe Company incurred research and development expenses of its Aversa Fentanyl product of $247,261, primarily of salaries and development\ncosts from Kindeva as compared to $683,426 for the three months ending April 30, 2025. The decrease is primarily attributable to a reduction\nin labor costs.\n\n \n\nWe incurred interest expenses of $5,008 for the\nthree months ending April 30, 2026, as compared to $5,880 for the three months ending April 30, 2025.\n\n \n\nInterest income for the three months ending April\n30, 2026 was $17,403 as compared to $30,508 for the three months ending April 30, 2025. The decrease is primarily due to a decrease in\ncash used in the Company’s operations.\n\n \n\nAs a result of the foregoing, we sustained a net\nloss of $1,241,956 for the three months ending April 30, 2026, or ($0.10) per share (basic and diluted), compared with a loss of $1,388,869,\nor $(0.12) per share (basic and diluted) for the three months ending April 30, 2025.\n\n \n\n Liquidity and Capital Resources\n\n \n\nAs of April 30, 2026 we had $4,006,184 in cash\nand cash equivalents and working capital of $3,544,125, as compared with cash and cash equivalents of $4,574,857 and working capital of\n$4,204,437 as of January 31, 2026.\n\n \n\nFor the three months ending April 30, 2026, we\nused cash of $563,104 in our operations. The principal adjustments to our net loss of $1,241,956 were depreciation and amortization of\n$34,177, and the issuance of warrants for services in the amount of $552,458.\n\n \n\n For the three months ending April 30, 2026,\nno cash was provided from financing activities .\n\n \n\nOff Balance Sheet Arrangements\n\n \n\nWe have no off-balance sheet arrangements that\nhave or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition,\nrevenues or expenses, results of operations, liquidity, capital expenditures or capital resources.\n\n \n\nCritical Accounting Policies\n\n \n\nCritical accounting policies remained relatively\nconsistent from the year ended January 31, 2026.\n\n \n\n20"}