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NutriBand Inc.

For the period ended Jul 31, 2025. Filed Sep 9, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jul 31, 2025 · Filed Sep 9, 2025

NTRB$5.55-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-04-30; filed 2025-05-30.

0001213900-25-049455

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-07-31; filed 2025-09-09.

0001213900-25-086270

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 87 previous paragraphs and 43 current paragraphs.

22 unchanged; 11 reworded; 7 added; 53 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 4 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

On August 5, 2025, the Company issued a preferred stock dividend of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to its shareholders of record July 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 holder into one share of Common Stock following the date of the approval for commercial sale by the Federal Drug Administration of the Company’s transdermal pharmaceutical products that are based on the Company’s AVERSA™abuse deterrent transdermal technology. The holders of Series A Preferred Stock that do not convert their shares shall be eligible for dividends as declared by the Board of Directors for those holders, and the Series A Preferred is also eligible for dividends declared by the Board of Directors on the class of common stock. In the preferred stock dividend, 3,008,643 shares of the Series A Preferred Stock (including shares of common stock issued to stockholders exercising warrants following the distribution of the dividend) were issued to our stockholders. The fair value of the dividend was $21,814,166.

Current report

For the six months ending July 31, 2025, our selling, general and administrative expenses were $2,579,592, primarily legal, accounting and compensation expenses compared to $1,817,053 for the six months ending July 31, 2024. The increase from 2024 is primarily attributable to increases equity-based expenses.

Current report

We incurred interest expenses of $11,853 for the six months ending July 31, 2025, as compared to $13,837 for the six months ending July 31, 2024.

Current report

Interest income for the six months ending July 31, 2025 was $39,157 as compared to $77,350 for the six months ending July 31, 2024. The decrease is primarily due to cash used in the Company development operations.

Current report

As a result of the foregoing, we sustained a net loss of $3,389,206 for the six months ending July 31, 2025, exclusive of the net loss available to common of stockholders of $25,203,372 or (2.26) per share (basic and diluted) after the preferred stock dividend, compared with a loss of $3,603,542, or $(0.36) per share (basic and diluted) for the six months ending July 31, 2024.

Current report

For the six months ending July 31, 2025, cash provided from financing activities was $5,339,019 primarily from the exercise of warrants.

Current report

Critical accounting policies remained relatively consistent from the year ended January 31, 2025.
Removed paragraphs (53)

Previous report

For the three months ending April 30, 2025, we used cash in financing activities of $5,326 primarily from the payment of note payable.

Previous report

Management assesses liquidity and going concern uncertainty in the Company’s condensed financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

Previous report

As of April 30, 2025, the Company had cash and cash equivalents of $2,904,097 and working capital of $2,504,596. For the three months ending April 30, 2025, the Company incurred a net loss from operations of $1,413,497 and used cash flow from operations of $1,336,972. The Company has generated operating losses since its inception and has relied on sales of securities and the issuance of third-party and related-party debt to support cash flow from operations. The Company has used these proceeds to fund operations and will continue to use the funds as needed. In March 2023, the Company entered into a three-year $2,000,000 Credit Line Note facility with a related party, amended on July 13, 2023, to $5,000,000, which will permit the Company to draw down on the credit line to fund the Company’s research and development of its Aversa product. On April 19, 2024, the Company received proceeds of $8,400,000 from equity financing with European investors.

Previous report

Management has prepared estimates of operations for the next twelve months and believes that sufficient funds will be generated from operations to fund its operations for one year from the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the Company’s ability to continue operations as a going concern.

Previous report

Management believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment.

Previous report

The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. The operations of 4P Therapeutics are included in the Company’s financial statements from the date of acquisition of August 1, 2018, and the operations of Pocono and Active Intelligence are included in the Company’s financial statements from the date of acquisition of September 1, 2020, under Pocono Pharmaceuticals Inc. The wholly owned subsidiaries are as follows:

Previous report

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on other various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Previous report

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

Previous report

The following is a description of the Company’s revenue types, which include professional services and sale of goods:

Previous report

A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

Previous report

Deferred revenue is a liability related to a revenue producing activity for which revenue has not been recognized. The Company records deferred revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.

Previous report

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounts in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types, the performance obligation is satisfied at different times. The Company’s performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When we perform professional service work, we recognize revenue when we have the right to invoice the customer for the work completed, which typically occurs over time on a monthly basis for the work performed during that month.

Previous report

All revenue recognized in the income statement is considered to be revenue from contracts with customers.

Previous report

Cash and cash equivalents include cash on hand, cash on deposit in money market accounts. The Company considers short-term highly liquid investments with an original maturity date of three months or less that are not part of an investment pool to be cash equivalents. As of April 30, 2025, the Company had $2,547,000 that exceeded federally insured limits.

Previous report

Trade accounts receivables are recorded at the net invoice value and are not interest bearing. The Company maintains allowances for doubtful accounts for estimated losses from the inability of its customers to make the required payments. The Company determines its allowances by both specific identification of customer accounts where appropriate and the application of historical loss to non-applicable accounts. For the three months ending April 30, 2025, and 2024, the Company recorded bad debt expenses of $-0- and $1,200, respectively, for doubtful accounts related to accounts receivable. During the year ended January 31, 2024, the Company entered into an accounts receivable sale agreement for one of its subsidiaries. The Company received $106,528 in funds against an account receivable that is currently a claim in bankruptcy. The net accounts receivable remain on the books of the Company and a corresponding amount has been included as a secured borrowing liability under Notes payable. As of April 30, 2025, the receivable has been reserved in full. If the bankruptcy claim is not paid in full by the debtor, Company is obligated to pay any difference to the factor. The loan bears interest at 10%. The Company adopted ASU 2016-13 during 2013 and implemented the guidance on expected credit losses.

Previous report

Inventories are valued at the lower of cost and reasonable value determined using the first-in, first-out (FIFO) method. The net realized value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The cost of finished goods and work in process is comprised of material costs, direct labor costs and other direct costs and related production overheads (based on normal operating capacity). As of April 30, 2025, total inventory was $215,324, consisting of work-in-process of $100,690, finished goods of $9,172 and raw materials of $105,463. As of January 31, 2025, total inventory was $212,041, consisting of work-in-process of $46,235, finished goods of $16,609 and raw materials of $149,177.

Previous report

Property and equipment represent an important component of the Company’s assets. The Company depreciates its plant and equipment on a straight-line basis over the estimated useful life of the assets. Property, plant and equipment is stated at historical cost. Expenditures for minor repairs, maintenance and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 20 years as follows:

Previous report

Intangible assets include trademarks, intellectual property and customer base acquired through business combinations. The Company accounts for Other Intangible Assets under the guidance of ASC 350, “Intangibles-Goodwill and Other.” The Company capitalizes certain costs related to patent technology. A substantial component of the purchase price related to the Company’s acquisitions has also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years. During the year ending January 31, 2025, the Company recorded an impairment charge of $293,038 to its intellectual property.

Previous report

Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually on January 31, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceeds their fair value. The Company does not amortize goodwill in accordance with ASC 350. In connection with the Company’s acquisition of 4P Therapeutics LLC in 2018, the Company recorded Goodwill of $1,719,235. On August 31, 2020, in connection with the Company’s acquisition of Pocono Coated Products LLC and Active Intelligence LLC, the Company recorded Goodwill of $5,810,640. During the years ended January 31, 2025, and 2024, the Company recorded an impairment charge of $3,302,478- and $-0-, respectively, reducing the Active Intelligence LLC Goodwill to $-0-. As of April 30, 2025, and January 31, 2025, Goodwill amounted to $1,719,535 and $1,719,535, respectively.

Previous report

Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related book value.

Previous report

Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of April 30, 2025, and 2024, there were 6,920,641 and 6,862,308 common stock equivalents outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Showing the first 40 of 53 passages. Open the source sections for the rest.

Reworded paragraphs (11)

Previous wording

On November 1, 2021, The Board of Directors adopted the 2021 Employee Stock Option Plan (the “Plan”), and the Plan then adopted provided for an initial 350,000 shares to issue and sell upon the exercise of stock options issued under the Plan. As of May 30, 2025, the Company has reserved 1,373,668 shares to issue and sell upon the exercise of stock options issued under the Plan.

Current wording

On November 1, 2021, The Board of Directors adopted the 2021 Employee Stock Option Plan (the “Plan”), and the Plan then adopted provided for an initial 350,000 shares to issue and sell upon the exercise of stock options issued under the Plan. As of September 8, 2025, the Company has reserved 1,645,751 shares to issue and sell upon the exercise of stock options issued under the Plan.

Previous wording

The Plan provides for an automatic annual increase to be added on February 1 of each year equal to the lesser of (i) 250,000 shares of Common Equity or (ii) five percent (5%) of the total shares of Common Stock outstanding on such date (including for this purpose any shares of Common Stock issuable upon conversion of any outstanding capital equity of the Company) or (iii) such lesser number as determined by the Board. In accordance with the Plan, on February 1, 2022, the Company reserved an additional 233,333 shares and on February 1, 2023, the Company reserved an additional 233,333 shares. On March 20, 2024, our Board of Directors adopted an amendment to the Plan increasing the number of shares of common stock subject to the Plan (as of March 20, 2024, 875,000 shares) to 1,400,00 shares (the “Amendment”). We submitted the Amendment to the Plan to our stockholders for adoption and approval at the 2025 Annual Meeting, and the Amendment was approved by a majority vote of our stockholders. As of May 30, 2025, with the February 1, 2025 automatic increase of shares available for issuance under the Plan, 276,333 shares remain available for issuance of options under the Plan.

Current wording

The Plan provides for an automatic annual increase to be added on February 1 of each year equal to the lesser of (i) 250,000 shares of Common Equity or (ii) five percent (5%) of the total shares of Common Stock outstanding on such date (including for this purpose any shares of Common Stock issuable upon conversion of any outstanding capital equity of the Company) or (iii) such lesser number as determined by the Board. In accordance with the Plan, on February 1, 2022, the Company reserved an additional 233,333 shares and on February 1, 2023, the Company reserved an additional 233,333 shares. On March 20, 2024, our Board of Directors adopted an amendment to the Plan increasing the number of shares of common stock subject to the Plan (as of March 20, 2024, 875,000 shares) to 1,400,00 shares (the “Amendment”). We submitted the Amendment to the Plan to our stockholders for adoption and approval at the 2025 Annual Meeting, and the Amendment was approved by a majority vote of our stockholders. As of September 8, 2025, with the February 1, 2025 automatic increase of shares available for issuance under the Plan, 4,249 shares remain available for issuance of options under the Plan.

Previous wording

For the three months ending April 30, 2025, we generated revenue of $667,432 and our revenue costs were $415,451, resulting in a gross profit of $251,981. For the three months ending April 30, 2024, we generated revenue of $408,532 and our costs of revenue were $243,746, resulting in a gross profit of $164,786. Our revenue for the three months ending April 30, 2025, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract research and development services from our 4P Therapeutics segment. The revenue from the Pocono Pharmaceuticals segment increased from the prior year as the Company ordered additional equipment to meet the new demand and implemented this equipment during the third quarter of the prior year. An increase in demand is expected in the 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 main contract wound down in the prior year. The increase in gross margin is due primarily to higher margins in our sales mix.

Current wording

For the three months ending July 31, 2025, we generated revenue of $622,452 and our revenue costs were $465,571, resulting in a gross profit of $156,881. For the three months ending July 31, 2024, we generated revenue of $442,830 and our costs of revenue were $341,272, resulting in a gross profit of $101558. Our revenue for the three months ending July 31, 2025, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract research and development services from our 4P Therapeutics segment. The revenue from the Pocono Pharmaceuticals segment increased from the prior year as the Company ordered additional equipment to meet the new demand and implemented this equipment during the third quarter of the prior year. An increase in demand is expected in the 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 main contract wound down in the prior year. The increase in gross margin is due primarily to higher margins in our sales mix.

Previous wording

For the three months ending April 30, 2025, our selling, general and administrative expenses were $982,052, primarily legal, accounting and public relations compared to $1,079,728 for the three months ending April 30, 2024. The decrease from 2024 is primarily attributable to decreases in non-cash equity-based expenses.

Current wording

For the three months ending July 31, 2025, our selling, general and administrative expenses were $1,597,540, primarily legal, accounting and compensation expenses compared to $737,325 for the three months ending July 31, 2024. The increase from 2024 is primarily attributable to increases in compensation-based expenses.

Previous wording

During the three months ending April 30, 2025, the Company incurred research and development expenses of its Aversa Fentanyl product of $683,426, primarily of salaries and increases in development costs from Kindeva as compared to $974,535 for the three months ending April 30, 2024. The decrease is primarily attributable to a reduction in labor costs.

Current wording

During the three months ending July 31, 2025, the Company incurred research and development expenses of its Aversa Fentanyl product of $562,554, primarily of salaries and development costs from Kindeva as compared to $773,975 for the three months ending July 31, 2024. The decrease is primarily attributable to a reduction in labor costs.

Previous wording

We incurred interest expenses of $5,880 for the three months ending April 30, 2025, as compared to $8,618 for the three months ending April 30, 2024.

Current wording

We incurred interest expenses of $5,773 for the three months ending July 31, 2025, as compared to $5,018 for the three months ending July 31, 2024.

Previous wording

Interest income for the three months ending April 30, 2025 was $30,508 as compared to $18 for the three months ending April 30, 2024. The increase is primarily due to investment in excess cash from the Company’s equity financing.

Current wording

Interest income for the three months ending July 31, 2025 was $8,849 as compared to $77,332 for the three months ending July 31, 2024. The decrease is primarily due to a decrease in cash used in the Company’s operations..

Previous wording

As a result of the foregoing, we sustained a net loss of $1,388,869 or $(0.12) per share (basic and diluted) for the three months ending April 30, 2025, compared with a loss of $1,898,077, or $(0.21) per share (basic and diluted) for the three months ending April 30, 2024.

Current wording

As a result of the foregoing, we sustained a net loss of $2,000,337 for the three months ending July 31, 2025, exclusive of the net loss available to common stockholders of $23,814,503 or ($2.12) per share (basic and diluted) after the preferred stock dividend, compared with a loss of $1,705,465, or $(0.15) per share (basic and diluted) for the three months ending July 31, 2024.

Previous wording

As of April 30, 2025, we had $2,964,097 in cash and cash equivalents and working capital of $2,504,596, as compared with cash and cash equivalents of $4,311,719 and working capital of $3,811,420 as of January 31, 2025.

Current wording

As of July 31, 2025, we had $6,995,101 in cash and cash equivalents and working capital of $5,948,628, as compared with cash and cash equivalents of $4,311,719 and working capital of $3,811,420 as of January 31, 2025.

Previous wording

For the three months ending April 30, 2025, we used cash of $1,336,972 in our operations. The principal adjustments to our net loss of $1,388,869 were depreciation and amortization of $57,490, and the issuance of employee stock for services in the amount of $63,850.

Current wording

For the six months ending July 31, 2025, we used cash of $2,650,313 in our operations. The principal adjustments to our net loss of $3,389,206 were depreciation and amortization of $114,862, and the issuance of employee stock for services in the amount of $104,400.

Previous wording

For the three months ending April 30, 2025, we used cash in investing activities of $5,324 primarily for the purchase of equipment.

Current wording

For the six months ending July 31, 2025, we used cash in investing activities of $5,324 primarily for the purchase of equipment.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Six Months Ended July 31, 2025 and 2024

Current report — wording carried from elsewhere

For the six months ending July 31, 2025, we generated revenue of $1,289,884 and our revenue costs were $881,022, resulting in a gross profit of $408,862. For the six months ending July 31, 2024, we generated revenue of $851,362 and our costs of revenue were $585,018, resulting in a gross profit of $266,344. Our revenue for the six months ending July 31, 2025, was derived from sales from our Pocono Pharmaceuticals segment and $-0- from contract research and development services from our 4P Therapeutics segment. The revenue from the Pocono Pharmaceuticals segment increased from the prior year as the Company ordered additional equipment to meet the new demand and implemented this equipment during the third quarter of the prior year. An increase in demand is expected in the 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 main contract wound down in the prior year. The increase in gross margin is due primarily to higher margins in our sales mix.

Current report — wording carried from elsewhere

During the six months ending July 31, 2025, the Company incurred research and development expenses of its Aversa Fentanyl product of $1,245,980, primarily of salaries and increases in development costs from Kindeva as compared to $1,748,510 for the six months ending July 31, 2024. The decrease is primarily attributable to a reduction in labor costs.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On April 19, 2024, the Company completed an $8,400,000 equity financing with European investors of 2,100,000 units, at a price of $4.00 per Unit, each Unit consisting of one share of common stock and a Warrant to purchase two shares of common stock, the Warrants having an initial exercise price of $6.43, are exercisable by payment of the exercise price in cash only and expire April 19, 2029, five years from the date of issuance. The offering was made solely to investors resident outside the United States and was not registered under the Securities Act, or the securities laws of any jurisdiction, including any jurisdiction outside the United States, but was made privately by the Company pursuant to the exemptions from registration provided in the SEC’s Regulation S and other exemptions under the Securities Act.