Nutriband Inc美股招股说明书(2025-07-08版)

Warrants to Purchase 957,980 Shares of Common Stock Nutriband Inc. Nasdaq trading symbol for the common stock: NTRB This prospectus covers the issuance by Nutriband Inc. (the “Company”) of 957,980 shares of common stock, par value $0.001 pershare (“common stock”)’ upon the exercise of warrants (the “Warrants”), issued in a public offering on October 1, 2021 of 1,232,000units (each a “Unit”) of common stock and warrants that were offered in the IPO on The Nasdaq Capital Market, each Unit consistingof one share of common stock and one warrant (each a “Warrant”) at a price of $5.36 per Unit. The underwriters received 184,800warrants. Each Warrant is immediately exercisable, entitles the holder to purchase one share of common stock at an exercise price of$6.43 and expires five (5) years from the date of issuance. As of July 3, 2025, 458,820 Warrants issued in the IPO have been exercised,with net proceeds to the Company of $2,954,561, and 957,980 Warrants are unexercised and outstanding. A prospectus supplement may also add, update, or change information included in this prospectus. You should rely only on theinformation contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “Where YouCan Find More Information.” Our common stock and Warrants are traded on the NASDAQ Capital Market under the symbols “NTRB” and “NTRBW,” respectively.On July 3, 2025, the last reported sale price of our common stock was $9.91 per share, and the last reported sale price for the Warrantswas $3.20 per Warrant. Investing in our common stock involves risks. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 7, 2025. TABLE OF CONTENTS PageProspectus Summary1The OfferingSelected Consolidated Financial Data3Risk Factors4Use of Proceeds22Capitalization22Market for Common Stock and Related Stockholder MattersManagement’s Discussion and Analysis of Financial Condition and Results of Operations23Business31Management42Executive Compensation47Principal StockholdersCertain Relationships and Related Party Transactions51Description of Securities52Shares Eligible for Future Sale55UnderwritingLegal MattersExperts56Where You Can Find More Information56Index to Consolidated Financial StatementsF-1 You should rely only on the information contained in this prospectus and in any free writing prospectus prepared by or on behalf of usand delivered or made available to you. Neither we nor the underwriters have authorized anyone to provide you with additional ordifferent information. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offersand sales are permitted. The information contained in this prospectus or a free writing prospectus is accurate only as of its date,regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, operating results, andprospects may have changed since that date, and neither the delivery of this prospectus nor any sale made in connection with thisprospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of thisprospectus or that the information contained by reference to this prospectus is correct as of any time after its date. References to “we,” “us,” “our” and words of like import refer to us and our subsidiaries, including 4P Therapeutics LLC followingour acquisition of 4P Therapeutics on August 1, 2018, and certain assets of Pocono Coated Products, LLC, on August 31, 2020, unlessthe context indicates otherwise. References to 4P Therapeutics or Pocono Coated Products, LLC refer to the business and operations of4P Therapeutics or Pocono Coated Products, LLC, as the case may be, prior to acquisition by us unless the context indicates otherwise. Industry and Market Data The market data and certain other statistical information used throughout this prospectus are based on independent industrypublications, government publications and other published independent sources. Some data is also based on our good faith estimates.The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including thosedescribed in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed inthese publications. EXPLANATORY NOTE This Post-Effective Registration Statement on Form S-1 is being filed by Nutriband Inc. (the “Company”) with the U.S. Securities andExchange Commission (the “SEC”) in connection with the Company’s 957,980 unexercised outstanding Warrants to purchasecommon stock issued in the October 1, 2021 public offering