{"url_path":"/sec/ntrbw/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1676047/0001213900-26-058507-index.html","accession_number":"0001213900-26-058507","cik":"0001676047","ticker":"NTRB","issuer_name":"NutriBand Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1676047/0001213900-26-058507-index.html","primary_entity_key":"0001676047","primary_entity_name":"NutriBand Inc."},"word_count":749,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**AMENDMENT NO. 1**\n\n \n\n**TO**\n\n** **\n\n**FORM 10-K**\n\n \n\n☒ **ANNUAL REPORT PURSUANT TO SECTION 13\nOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\nFor the fiscal year ended January 31, 2026\n\n \n\nor\n\n \n\n☐ **TRANSITION REPORT UNDER SECTION 13 OR\n15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\nFor the transition period from __________ to __________\n\n \n\nCommission file number 000-40854\n\n  \n\n**NUTRIBAND INC.**\n\n(Exact name of registrant as specified in its charter)\n\n \n\n**Nevada**   **81-1118176**\n\n(State or other jurisdiction of\n\nIncorporation or organization)   (I.R.S. Employer\n\nIdentification No.)\n\n \n\n**121 South Orange Ave., Suite 1500, Orlando, FL**   **32801**\n\n(Address of principal executive offices)   (Zip Code)\n\n \n\nRegistrant’s telephone number, including\narea code: (407) 377-6695\n\n \n\nSecurities registered pursuant to Section 12(b)\nof the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Name of each exchange on which registered**\n\nCommon Stock    NTRB    The Nasdaq Stock Market LLC\n\nWarrants   NTRBW   The Nasdaq Stock Market LLC\n\n \n\nIndicate by check mark if the registrant is a\nwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒\n\n \n\nIndicate by check mark if the registrant is not\nrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐\n\n \n\nNote - Checking the box above will not relieve\nany registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.\n\n \n\nIndicate by check mark whether the registrant\n(1) 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\n(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements\nfor the past 90 days. Yes ☒  No ☐\n\n \n\nIndicate by check mark whether the registrant\nhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405\nof this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).\nYes ☒  No ☐\n\n \n\nIndicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.\nSee definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and\n“emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐ Accelerated filer ☐\n\nNon-accelerated filer ☒ Smaller reporting company ☒\n\n    Emerging growth company ☒\n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ☒\n\n \n\nIndicate by check mark whether the registrant\nhas filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial\nreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or\nissued its audit report. ☐\n\n \n\nIf securities are registered pursuant to Section\n12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction\nof an error to previously issued financial statements. ☐\n\n \n\nIndicate by check mark whether any of those error\ncorrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s\nexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\n \n\nIndicate by check mark whether the registrant\nis a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒\n\n \n\n* * *\n\n \n\n \n\n \n\n \n\n \n\n** **\n\n**EXPLANATORY NOTE**\n\n** **\n\n**NUTRIBAND EXECUTIVE CLAWBACK POLICY**\n\n \n\nThe Company is filing this Amendment No. 1 to\nits Form 10-K for the fiscal year ended January 31, 2026 (the “2026 10-K”) to file the Policy Relating to Recovery of Erroneously\nAwarded Compensation (the ‘Clawback Policy’) as Exhibit 97.1 to the 2026 10-K, which was omitted from the original filing.\nThe Company adopted the Clawback Policy on January 24, 2026, in compliance with applicable NASDAQ listing standards and SEC Rule 10D-1,\nbut failed to include the policy as an exhibit in the original filing of the 2026 10-K. This\nAmendment to Item 15 of the Company’s 2026 10-K does not reflect events occurring after the filing of the original  2026\n**10-K** or modify or **update** the disclosure contained therein in an**y** way other than to reflect\nthe adoption of the Clawback Policy.\n\n \n\n1\n\n \n\n \n\n**PART IV**"}