NutriBand Inc.

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 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.

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 1,400,000 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

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 wording

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 t 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.

Previous wording

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 wording

For the three months ending October 31, 2025, we generated revenue of $346,058 and our revenue costs were $277,553, resulting in a gross profit of $68,505. For the three months ending October 31, 2024, we generated revenue of $645,796 and our costs of revenue were $454,767, resulting in a gross profit of $191,029. Our revenue for the three months ending October 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 decreased from the prior year as one of the Company’s principal customers moved their operations to Asia. . A decrease 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 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.

Current wording

For the three months ending October 31, 2025, our selling, general and administrative expenses were $3,491,728, primarily legal, accounting and compensation expenses compared to $737,102 for the three months ending October 31, 2024. The increase from 2024 is primarily attributable to increases in compensation-based expenses.

Previous 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.

Current wording

During the three months ending October 31, 2025, the Company incurred research and development expenses of its Aversa Fentanyl product of $457,113, primarily of salaries and development costs from Kindeva as compared to $880,768 for the three months ending October 31, 2024. The decrease is primarily attributable to a reduction in labor costs.

Previous 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.

Current wording

We incurred interest expenses of $5,546 for the three months ending October 31, 2025, as compared to $4,031 for the three months ending October 31, 2024.

Previous 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..

Current wording

Interest income for the three months ending October 31, 2025 was $13,517 as compared to $68,235 for the three months ending October 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 $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.

Current wording

As a result of the foregoing, we sustained a net loss of $3,872,367 for the three months ending October 31, 2025, or ($0.32) per share (basic and diluted) , compared with a loss of $1,362,637, or $(0.12) per share (basic and diluted) for the three months ending October 31, 2024.

Previous wording

Six Months Ended July 31, 2025 and 2024

Current wording

Nine Months Ended October 31, 2025 and 2024

Previous 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.

Current wording

For the nine months ending October 31, 2025, we generated revenue of $1,635,942 and our revenue costs were $1,158,575, resulting in a gross profit of $477,367. For the nine months ending October 31, 2024, we generated revenue of $1,497,158 and our costs of revenue were $1,039,785, resulting in a gross profit of $453,373. Our revenue for the nine months ending October 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 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 wording

For the nine months ending October 31, 2025, our selling, general and administrative expenses were $6,071,320, primarily legal, accounting and compensation expenses compared to $2,554,155 for the nine months ending October 31, 2024. The increase from 2024 is primarily attributable to increases in equity-based expenses.

Previous wording

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.

Current wording

During the nine months ending October 31, 2025, the Company incurred research and development expenses of its Aversa Fentanyl product of $1,703,093, primarily of salaries and increases in development costs from Kindeva as compared to $2,629,278 for the nine months ending October 31, 2024. The decrease is primarily attributable to a reduction in labor costs.

Previous wording

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 wording

We incurred interest expenses of $17,201 for the nine months ending October 31, 2025, as compared to $17,668 for the nine months ending October 31, 2024.

Previous wording

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 wording

Interest income for the nine months ending October 31, 2025 was $52,674 as compared to $145,585 for the nine months ending October 31, 2024. The decrease is primarily due to cash used in the Company development operations.

Previous wording

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 wording

As a result of the foregoing, we sustained a net loss of $7,261,573 for the nine months ending October 31, 2025, exclusive of the net loss available to common of stockholders of $29,075,739 or (2.54) per share (basic and diluted) after the preferred stock dividend, compared with a loss of $4,966,179, or $(0.48) per share (basic and diluted) for the nine months ending October 31, 2024.

Previous 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.

Current wording

As of October 31, 2025, we had $5,312,177 in cash and cash equivalents and working capital of $5,042,540, 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 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.

Current wording

For the nine months ending October 31, 2025, we used cash of $4,402,800 in our operations. The principal adjustments to our net loss of $7,261,573 were depreciation and amortization of $157,918, and the issuance of employee stock for services in the amount of $2,639,883.

Previous wording

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

Current wording

For the nine months ending October 31, 2025, we used cash in investing activities of $5,324 primarily for the purchase of equipment.

Previous wording

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

Current wording

For the nine months ending October 31, 2025, cash provided from financing activities was $5,408,582 primarily from the exercise of warrants.